Disclosure Schedules for M&A Transactions

by Practical Law Corporate & Securities

This Standard Document serves as a template for disclosure schedules used in M&A transactions, providing crucial information related to the target company. It outlines the dual purpose of these schedules: affirmative disclosures that inform the buyer about the target, and negative disclosures that list exceptions to representations and warranties. The document emphasizes the importance of aligning disclosure schedules with the acquisition agreement and revising them as negotiations evolve. It highlights the role of the seller and its counsel in drafting comprehensive schedules to shift post-closing risk to the buyer. The document advises sellers to disclose more rather than less, using general language while avoiding vagueness. For buyers, it underscores the need to ensure consistency between the schedules, the acquisition agreement, and due diligence findings, and to address any vague or unacceptable disclosures.