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 is the document making those disclosures (usually with the data room attached); fairly disclosed is the standard they must meet — enough detail for a reasonable buyer to see the nature and scope of the problem, not a needle buried in a haystack. SPA definition · Chapter 11
Explained in Chapter 11, Warranties and Disclosure, of M&A Foundations.
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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