M&A Disclosure Schedules

Drafts seller disclosure schedules that carve out known exceptions from representations and warranties, defining the boundary between accepted risk and indemnifiable breach.

Prerequisites

• Definitive agreement — near-final draft with numbered R&W sections (schedule numbers must match)
• Cap table and stock ledger — for ownership schedule
• Material contracts — customer, vendor, IP license, credit, employment
• Corporate records — minute books, org docs, equity plan documents
• Due diligence materials — financials, tax returns, litigation files, IP registrations, leases, insurance, environmental reports, benefit plans
• Closing checklist — identifies which schedules need pre-closing updates

Quick Start

1. Map each R&W section in the definitive agreement to a numbered schedule
2. Draft document header and general interpretive provisions
3. Populate each schedule with factual detail from source documents
4. Cross-reference overlapping disclosures across schedules
5. Attach all referenced exhibits
6. Add certification block; negotiate certification standard

Document Structure

Header