M&A Foundations · glossary
Disclosure is the seller's shield: a matter properly disclosed against the warranties cannot found a warranty claim. The disclosure letter makes those disclosures, usually with the data room attached. A matter is fairly disclosed only if a reasonable buyer could see its nature and scope. SPA definition · Chapter 11
Explained in Chapter 11, Warranties and Disclosure, of M&A Foundations.
Now the twist that makes diligence discipline a legal necessity rather than good housekeeping. At signing, the seller delivers a disclosure letter making disclosures against the warranties — and, as is market practice, the Sunrise letter discloses the entire data room generally.Read Chapter 7, Due Diligence →
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement.
fairly disclosed in the Disclosure Letter or the Data Room, in each case with sufficient detail to enable a reasonable buyer to identify the nature and scope of the matter disclosed;Read the definition in the document →
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