Disclosure Schedules review
Schedules qualifying representations and warranties in a private-target M&A agreement.
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What it checks
Disclosure-schedule introduction / general notes
Disclosure schedules should have an introduction reciting which reps they qualify and the scope rules (cross-section qualification, immateriality).
Critical · MNA-039
Schedules disclose by mere reference to a data-room folder
Mere reference to a data-room folder generally does not constitute disclosure; a buyer may rely on the representations despite diligence access (Cobalt Operating v. James Crystal Enterprises).
Warning · MNA-040
Cross-section qualification convention stated
Schedules should state whether disclosure in one section qualifies other sections where reasonably apparent.
Warning · MNA-041
Materiality / dollar-threshold-conformity disclaimer
Schedules should disclaim that listing of items above a stated threshold implies materiality.
Warning · MNA-042
Section-numbered references to SPA reps
Disclosure schedules should be organized by SPA representation section number.
Critical · MNA-043
Update / supplement mechanic
SPA / schedules should address whether (and how) schedules may be updated between signing and closing.
Warning · MNA-044
Confidentiality of disclosure schedules
Disclosure schedules should be designated as confidential.
Warning · MNA-045
Every run also applies 104 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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