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M&A Disclosure Schedules: Seller and Buyer Perspectives

Making and Updating Disclosures in U.S. and International Deals

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

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Wednesday, April 30, 2025

Recorded event now available

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This CLE course will examine the role of disclosure schedules in U.S. and cross-border M&A transactions, review buyer and seller perspectives on updating disclosures, and explain best practices for tailoring disclosures to related provisions of the purchase agreement. The panel will also 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 an 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. Disclosure schedules may require updating after the purchase agreement is signed prior to the closing, in which case, the failure to so update may constitute a breach of the purchase agreement, potentially 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

Coirin, Stephanie
Stephanie Coirin
Partner
Mayer Brown

Ms. Coirin is a member of the firm’s Corporate & Securities Practice. She focuses her practice on mergers,...  |  Read More

Shankar, Tara
Tara Shankar
Counsel
Pillsbury Winthrop Shaw Pittman

Ms. Shankar focuses on general corporate law matters, including mergers and acquisitions, public and private...  |  Read More

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