ARTICLE
4 December 2015

Basics in M&A Transactions: Tips On Drafting And Negotiating Disclosure Schedules

AP
Arnold & Porter

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One of the most time-consuming (and arguably one of the most important) aspects of an acquisition transaction is preparing the seller's disclosure schedules.
United States Corporate/Commercial Law

One of the most time-consuming (and arguably one of the most important) aspects of an acquisition transaction is preparing the seller's disclosure schedules.1 Disclosure schedules are basically an extension of the acquisition agreement, containing supplemental disclosure information that would be too cumbersome to include in the main document. If the disclosure schedules contain inaccurate or incomplete information, the disclosing party could be liable for breach under the acquisition agreement. Because of this, it is important that disclosure schedules are carefully prepared and reviewed for accuracy. What makes preparing disclosure schedules particularly difficult is that often information is needed from individuals who have little to no experience with acquisition transactions. For people unfamiliar with acquisition documents, the disclosure schedule process can seem daunting and confusing.


1 While buyers may also prepare disclosure schedules, seller disclosure schedules generally are more extensive and will be the focus of this article.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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