Disclosure Schedules: Mergers and Acquisitions

by Practical Law Corporate & Securities

A Practice Note providing an introduction to disclosure schedules in mergers and acquisitions (M&A) transactions. This Practice Note explains the critical role of disclosure schedules, which are attached to an acquisition agreement to list exceptions to representations and warranties and provide other key information. It explores the dual functions of these schedules, covering both affirmative disclosure for the buyer's informational needs and negative disclosure to limit the seller's liability. This Note examines the drafting and review process from the perspectives of both the buyer and the seller, highlighting how sellers use schedules to limit exposure to post-closing indemnification claims and how buyers use them to confirm due diligence findings. This Practice Note also discusses key considerations in the drafting process, strategies for buyer review, and common points of negotiation. It further addresses the differences in disclosure schedules for public versus private M&A deals and outlines potential buyer responses to unexpected or unacceptable disclosures.