Disclosure Schedules
Disclosure schedules are a critical part of acquisition agreements and typically a core responsibility of junior attorneys on M&A deals. They provide a window into both the primary deal agreement and the company being acquired. To make sure disclosure schedules are accurate and complete, a junior attorney must review the corresponding provisions of the main agreement. To make sure the buyer is aware of all the material information about the company they're working to acquire, a buy-side junior attorney must review the latest disclosure schedules for anything newly disclosed and not yet reviewed as part of diligence (see Doing Due Diligence). In this course, we explore these points of intersection, in addition to practical knowledge, skills, and pointers to help a junior lawyer work effectively with disclosure schedules.
Training outcomes
- Learn to draft and revise disclosure schedules to accurately interact with corresponding provisions in the main agreement, while serving (buy- or sell-side) client interests.
- Learn to keep disclosure schedules clean and organized, throughout a negotiation process with moving parts.
- Learn to reconcile disclosure schedules with information learned through the diligence process.
Harness disclosure schedules to shift risk and unearth target information
We begin this course by introducing what disclosure schedules are, along with to carve out exceptions, disclose information, and shift risk between sellers and buyers. Along the way, we consider buyer and seller perspectives on disclosure schedules and offer practical guidance to make sure the disclosure schedules align with their corresponding provisions in the main agreement. From there, we work through and We end with an exploration of
Learn by making mistakes in realistic, no-stakes exercises
As is always the case with Praktio courses, learners learn not just through watching and listening to practical lessons and examples but also through doing —not to test, but to provide opportunities to apply and practice, while receiving
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In case you were wondering
- Interaction with the Agreement
- Introduction
- Interaction with the Agreement
- Exceptions & Lists
- Buyer & Seller Perspectives
- Buyer & Seller Perspectives: Read the Reps Carefully
- Read the Reps Carefully to Produce Responsive Schedules
- Contents of the Schedules
- Introductory Page to the Schedules
- Referencing Information Across Schedules
- Pitfall: Keep Disclosure Schedules Clean
- The Diligence Connection
CLE: Not currently available.
Duration: You will have 1 year from the date of purchase to access and complete your online course materials. On average, it takes about 1 hour to complete the whole course; however, learners get to decide how much time to spend on each exercise and module.
Accessing: Following checkout, you will receive an email providing you with access to your online course materials.
Compatibility: Please use Chrome on a PC or Mac computer.
Reference Materials: As part of this purchase, you will also receive an e-book (which you may download or print for your use and later reference).
We Don't Share Your Scores! Praktio does not share user performance data (e.g., "scores") with anyone, including employers (e.g., if you're an associate taking this training at a law firm). The only information shared with employers who purchase this training for their employees is progress data (e.g., how much of the course you have completed by when).