Glossary · Deal documents
Disclosure letter
Also called disclosure schedule
Definition
A disclosure letter (or disclosure schedule in US deals) lists the facts the seller wants to flag against its warranties. Anything fairly disclosed cannot later be the basis of a warranty claim. Sellers often disclose the whole data room as a general disclosure, which is why its contents and index are archived at signing.
Related terms
Representations and warranties Statements of fact the seller makes about the business in the purchase agreement, with a remedy if they prove untrue. Data room index The numbered folder structure of a data room, which acts as its table of contents. Share purchase agreement The contract by which a buyer acquires the shares of a company, with the price, warranties and conditions. Asset purchase agreement The contract for buying selected assets and liabilities of a business, instead of its shares. Change of control clause A contract term that lets the other party end or renegotiate the contract if the company is sold. Confidential information memorandum The detailed sales document a seller's adviser sends to buyers after they sign an NDA. Indemnity A promise to repay a specific loss in full, often used for known risks found in due diligence. Letter of intent A mostly non-binding document that sets out the main terms of a deal before the final contract is negotiated.