Disclosure letter Definition

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GLOSSARY

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What does Disclosure letter mean?

A letter written by the seller (or sometimes the seller’s solicitors) to the buyer which sets out the disclosures. The draft disclosure letter will be continually updated throughout the transaction but will ultimately be finalised and dated at exchange. The seller may be permitted to make further disclosures at completion if there is a gap between exchange and completion and the SPA/APA states that the warranties are deemed to be repeated at completion.

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Case tracker—2025—Corporate

Case tracker—2025—Corporate This case tracker displays the current status of, and most recent developments in, key cases relevant to corporate practitioners where the judgment was handed down, or is expected to be handed down, in 2025. It covers key cases before the High Court, Court of Appeal and the Supreme Court. It is not intended to be an exhaustive list of cases heard in 2025. For the purposes of this tracker, CA 2006 means the Companies Act 2006 and FSMA 2000 means the Financial Services and Markets Act 2000. April 2025 Case details and analysis Subject Summary Kington S.À.R.L. and others v Thames Water Utilities Holdings Ltd and others [2025] EWCA Civ 475Court of Appeal Public company takeovers (Schemes) This was an appeal from the decision of Leech J to sanction a restructuring plan under Part 26A of the Companies Act 2006 in respect of Thames Water Utilities Holdings Limited. The key legal findings were: (1) the court reaffirmed principles from Re AGPS Bondco Plc on the application of Part 26A, including...

Conducting a legal due diligence review in a private equity buyout transaction

Conducting a legal due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Conducting due diligence will involve reviewing documents made available by the seller in a data room or sent to the private equity investor for review. This will usually include reviewing various types of contracts (which may be of a specialist nature), as well as various records, ledgers and lists. The corporate lawyer will always be involved in reviewing corporate documents on a private equity buyout (MBO) transaction, such as the target company's articles of association and statutory books and records. Due diligence should always also include conducting searches of public registers, such as Companies House and HM Land Registry. The disclosure letter will be likely to include general disclosures of information contained in such public register searches (the investor should insist that these searches are actually made, rather than accepting information that would have been discovered if a search...

Discover our 9 Practice Notes on Disclosure letter

Disclosure letter—private M&A—asset purchase

Disclosure letter—private M&A—asset purchase [TO BE PRINTED ON THE Headed notepaper of the seller] For the attention of [insert buyer contact name] [insert buyer name] [insert buyer address] [insert day and month] 20[insert year] Dear [insert buyer contact name], Sale of the business of [insert description of the target business] operated by [insert seller(s) name] (the Business) We refer to the sale and purchase of the Business pursuant to an agreement (the Agreement) to be entered into today, between [insert seller(s) name] (the Seller[s] and [insert buyer name] (the Buyer). Words and expressions which are defined in the Agreement shall have the same meanings in this letter, unless the context requires otherwise. This letter, together with all the information in schedule 1 (Schedule 1), and the information in the documents deemed annexed to it or actually annexed to it as listed in schedule 2 (Schedule 2) (two copies of which have been initialled for the purposes of identification on behalf of the Parties (the Disclosure...

Warranty limitations—pro-buyer—corporate seller—share purchase agreement

Warranty limitations—pro-buyer—corporate seller—share purchase agreement Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed • means[ fully, fairly and accurately] disclosed[ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading)] in such manner and in such detail as to enable a buyer to make a clear, informed and accurate assessment of the facts, matters or circumstances concerned; Losses • means all liabilities, costs, expenses (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit[ and Consequential Loss]; Tax Warranties • means the warranties[ and representations] set out in paragraph [insert number] of Schedule [insert number] and Tax Warranty means any one of them; Warranties • means the warranties[ and representations] set out in Schedule [insert number] and Warranty means any one of them; Warranty Claim...

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