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). If specialist tax advice is needed, I can recommend a suitable accountant or tax adviser.
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). If specialist tax advice is needed, I can recommend a suitable accountant or tax adviser.
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.