M&A Disclosure Schedules: Seller and Buyer Perspectives

Making and Updating Disclosures in U.S. and Cross-Border Deals

Recording of a 90-minute premium CLE webinar with Q&A


Conducted on Thursday, January 24, 2019

Recorded event now available

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Program Materials

This CLE webinar will examine the role of disclosure schedules in U.S. and cross-border M&A transactions, review buyer and seller perspectives on updating disclosures, explain best practices for tailoring disclosures to related provisions of the purchase agreement, and discuss current "hot issues" in M&A disclosures.

Description

Disclosure schedules, which outline the seller's significant contracts, employee information, and IP, are critical to the M&A purchase agreement. Counsel should tailor disclosure schedules to the terms of the purchase agreement, particularly the representations and warranties provisions.

Disclosures, which may be affirmative or negative, can provide buyers with an opportunity to renegotiate the deal price, require sellers to correct a deficiency or allow parties to terminate the purchase agreement. Disclosures must be updated from the time the purchase agreement is signed until the deal closes. Failure to do so may constitute a breach of the purchase agreement, resulting in significant liability for the seller or its stockholders.

In cross-border M&A transactions, disclosures must consider U.S. privacy laws as well as the foreign country's approach to such issues.

Listen as our authoritative panel discusses the purpose and use of disclosure schedules in U.S. and cross-border M&A deals. The panel will review the legal benefits of disclosures to the seller and buyer, the differences in disclosure approaches in cross-border M&A, and best practices for preparing disclosures.

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Outline

  1. Disclosure schedules
    1. Purpose of schedules
    2. Legal benefits to seller and buyer
    3. Related clauses in the purchase agreement
  2. Differences in disclosure approaches in cross-border M&A
  3. Best practices in preparing disclosures
  4. Current "hot issues" for disclosures

Benefits

The panel will review these and other key issues:

  • Why are disclosure schedules important to buyers and sellers in M&A deals?
  • How is the approach to disclosures different in U.S. vs. cross-border M&A transactions?
  • What are some best practices for counsel when preparing disclosures?

Faculty

Abesamis, Karen
Karen A. Abesamis

Partner
Morgan Lewis & Bockius

Ms. Abesamis focuses her practice on mergers and acquisitions, private equity, venture capital, securities, and general...  |  Read More

Feinberg, Peter
Peter D. Feinberg
Atty
Law Office of Peter D. Feinberg

Mr. Feinberg has more than 25 years of experience representing individuals and companies in all aspects and many...  |  Read More

Osborne, Carol
Carol Osborne

Co-Head M&A/Corporate Finance
Bryan Cave Leighton Paisner

Ms. Osborne is a dual-qualified lawyer in the UK and the U.S. who has twenty-five years of experience advising private...  |  Read More

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