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Drafting or reviewing a disclosure letter against the warranties in an SPA or APA. The disclosure letter is the seller’s opportunity to qualify the warranties by disclosing known issues. Covers a standard set of general disclosures and up to 20 specific disclosures.
What’s included:
A consultation to understand the warranties and the matters to be disclosed.
Drafting of a disclosure letter with general disclosures and up to 20 specific disclosures against the warranty schedule.
A disclosure bundle index.
One round of revisions based on your feedback.
Final version ready for delivery at completion.
What’s not included:
Disclosure letters requiring more than 20 specific disclosures (I can quote for more extensive disclosures).
Conducting the underlying due diligence to identify what needs disclosing.
Negotiation with the other party beyond the scope described above.
Tax advice (including VAT, corporation tax, income tax, capital gains tax, and stamp duty).
FAQ
Q: Why is the disclosure letter so important?
A: Warranties in an SPA or APA are statements by the seller about the state of the business. If a warranty turns out to be untrue, the buyer may have a claim. The disclosure letter is the seller’s chance to say ‘I told you about this before you bought the business’ — a proper disclosure can prevent a warranty claim. Getting the disclosures right is critical for the seller’s protection.
Drafting or reviewing a disclosure letter against the warranties in an SPA or APA. The disclosure letter is the seller’s opportunity to qualify the warranties by disclosing known issues. Covers a standard set of general disclosures and up to 20 specific disclosures.
What’s included:
A consultation to understand the warranties and the matters to be disclosed.
Drafting of a disclosure letter with general disclosures and up to 20 specific disclosures against the warranty schedule.
A disclosure bundle index.
One round of revisions based on your feedback.
Final version ready for delivery at completion.
What’s not included:
Disclosure letters requiring more than 20 specific disclosures (I can quote for more extensive disclosures).
Conducting the underlying due diligence to identify what needs disclosing.
Negotiation with the other party beyond the scope described above.
Tax advice (including VAT, corporation tax, income tax, capital gains tax, and stamp duty).
FAQ
Q: Why is the disclosure letter so important?
A: Warranties in an SPA or APA are statements by the seller about the state of the business. If a warranty turns out to be untrue, the buyer may have a claim. The disclosure letter is the seller’s chance to say ‘I told you about this before you bought the business’ — a proper disclosure can prevent a warranty claim. Getting the disclosures right is critical for the seller’s protection.