M&A Disclosure Schedules: Seller and Buyer Perspectives on Making and Updating Disclosures in U.S. and Cross-Border Deals

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


Conducted on Thursday, January 12, 2017
Recorded event now available


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

Description

Disclosure schedules, which outline the seller’s important contracts, employee information and IP, are critical to the M&A purchase agreement. Disclosure schedules should be specifically tailored to the terms of the purchase agreement—particularly the representations and warranties provisions.

Disclosures, which may be affirmative or negative, can provide buyers an opportunity to renegotiate 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 take into account 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 discuss 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.

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

Alexander J. Davie, Co-Founder & Member
Riggs Davie, Nashville, Tenn.

Mr. Davie's practice focuses on corporate and securities law. He advises clients on a variety of business transactions including capital raising, partnership buyouts and disputes, technology transactions, and mergers and acquisitions. He frequently works with technology companies, including startups and emerging growth companies, and with private investment funds, such as private equity, venture capital, and hedge funds.

Peter D. Feinberg, Atty
Hoge Fenton Jones & Appel, San Jose, Calif.

Mr. Feinberg focuses his practice on  business transactions, corporate law and mergers and acquisitions. His successful deals have included formation, structuring and re-organizations of corporations, limited liability companies and partnerships; corporate and real estate debt and equity finance; mergers and acquisitions; commercial contracts including sales, operating licensing and distribution agreements; real estate leasing and purchase and sale agreements; and venture capital transactions. His transactional and corporate law expertise extends to private company securities law compliance, corporate governance, intellectual property and commercial transactions, real estate, employment and executive compensation agreements.

Carol Osborne, Managing Partner
Bryan Cave, London

Ms. Osborne advises companies on complex corporate legal issues, including cross-border mergers and acquisitions (M&A), high value commercial agreements, and strategic business matters. Her mid-cap domestic and international M&A experience includes advising on investments, acquisitions, disposals and divestures, joint ventures and strategic alliances for private equity, venture capital and strategic investors. She has particular expertise working with manufacturers, retailers and private equity investors in the consumer products arena.


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