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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, April 30, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00

This CLE course will examine the role of disclosure schedules in U.S. and cross-border M&A transactions, review buyer and seller perspectives on updating disclosures, and explain best practices for tailoring disclosures to related provisions of the purchase agreement. The panel will also discuss current "hot issues" in M&A disclosures.

Faculty

Shankar Tara
Shareholder
Pillsbury Winthrop Shaw Pittman LLP

Ms. Shankar focuses on general corporate law matters, including mergers and acquisitions, public and private offerings, and corporate governance. Among the many M&A deals she works on, Ms. Shankar notably worked on a Pillsbury deal team that advised SYNNEX Corporation—now TD SYNNEX—in its $7.2 billion merger with Apollo Global Management Inc.

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Coirin Stephanie
Shareholder
Mayer Brown LLP

Ms. Coirin is a member of the firm’s Corporate & Securities Practice. She focuses her practice on mergers, acquisitions, joint ventures and corporate governance matters. Ms. Coirin has represented public and privately-held companies in a variety of industries.

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Description

Disclosure schedules, which outline the seller's significant contracts, employee information, and IP, are critical to an M&A purchase agreement. Counsel should tailor disclosure schedules to the terms of the purchase agreement, particularly the representations and warranties provisions.

Disclosures, which may be affirmative or negative, can provide buyers with an opportunity to renegotiate the deal price, require sellers to correct a deficiency, or allow parties to terminate the purchase agreement. Disclosure schedules may require updating after the purchase agreement is signed prior to the closing, in which case, the failure to so update may constitute a breach of the purchase agreement, potentially resulting in significant liability for the seller or its stockholders.

In cross-border M&A transactions, disclosures must consider U.S. privacy laws as well as the foreign country's approach to such issues.

Listen as our authoritative panel discusses the purpose and use of disclosure schedules in U.S. and cross-border M&A deals. The panel will review the legal benefits of disclosures to the seller and buyer, the differences in disclosure approaches in cross-border M&A, and best practices for preparing disclosures.

Outline

  1. Disclosure schedules
    • Purpose of schedules
    • Legal benefits to seller and buyer
    • Related clauses in the purchase agreement
  2. Differences in disclosure approaches in cross-border M&A
  3. Best practices in preparing disclosures
  4. Current "hot issues" for disclosures

Benefits

The panel will review these and other key issues:

  • Why are disclosure schedules important to buyers and sellers in M&A deals?
  • How is the approach to disclosures different in U.S. vs. cross-border M&A transactions?
  • What are some best practices for counsel when preparing disclosures?