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Corporate M&A: disclosure schedules

Warranty Disclosures

Built to accommodate how lawyers work, Legatics simplifies the labor-intensive and error-prone manual handling of disclosure schedules in Word tables. By managing your M&A transactions with Legatics, you can ensure a smoother, faster, and error-free approach to these processes.

The challenge: traditional disclosure schedule process

A disclosure schedule allows the seller to disclose exceptions and limitations to the representations and warranties about the company being sold. This helps allocate risks between the parties and facilitates the negotiation and resolution of issues during the due diligence process.

Traditionally, this process is managed in a Word table. The seller converts the representations and warranties found within the purchase agreement into a table containing the clause reference number and the text of the representation or warranty. A disclosure letter is then compiled to include the representations and warranties with any necessary information disclosed to the buyer. Accurate disclosures are critical, as inaccuracies can lead to legal action by the buyer.

However, managing this process in Word presents several drawbacks:

  • Time-Consuming: Manually creating a Word table for complex disclosure schedules can be extremely time-consuming, requiring lawyers to input large amounts of data, which can be tedious and prone to errors.
  • Formatting Issues: Ensuring consistent formatting throughout the document is crucial for readability and clarity. Manual creation increases the risk of inconsistencies in formatting, detracting from the document’s professionalism.
  • Version Control Challenges: In collaborative environments, manually created Word tables pose version control challenges, making it difficult to track changes and ensure all stakeholders work with the latest version.
  • Risk of Error: Manually inputting data increases the risk of typographical errors and inconsistencies, potentially leading to inaccuracies in the final document.
  • Lack of Scalability: For large-scale M&A transactions, manually creating Word tables may not be efficient or scalable, leading to delays and inefficiencies.

How can Legatics be used to manage this process more effectively?

Streamlined document collaboration: a centralized platform for document collaboration, enabling seamless teamwork among lawyers and other stakeholders involved in the M&A transaction. This reduces the need for email exchanges and manual tracking of document versions, streamlining the review and editing process.

Importing & templates: lawyers can easily import legal text to create and manage a list with just a few clicks. Using templates for disclosure schedules saves time and effort, allowing lawyers to customize templates to fit the specific needs of the M&A transaction.

Real-time collaboration and feedback: Legatics facilitates real-time collaboration and feedback, allowing lawyers to communicate efficiently and address comments and revisions promptly. This promotes transparency and ensures all stakeholders are informed throughout the drafting process.

Version control and audit trail: Legatics offers robust version control and an audit trail, tracking all changes made to the disclosure schedule, including comments, status changes, and approvals. This ensures accountability and reduces the risk of errors and inconsistencies.

Permissions: granular permissions control who can view specific items within a list or the entire list. This allows for internal access while compiling representations and warranties and involving the seller and buyer at appropriate stages without the need for multiple email threads or documents.

Exporting: easily export the list and attach to a disclosure letter in a clean format with branding applied.

Benefits of streamlining your disclosure schedule process

Time Saved
Users responsible for creating the disclosure schedule save time by using templates in Legatics, avoiding the need to copy and paste from various sources. Bulk status assignment simplifies the review process.

Word/PDF export enables you to filter and export a finalized list. This is particularly useful for generating an annex that can be easily attached to the disclosure letter.

Improved Clarity
The list is updated in real-time, eliminating reliance on a single person or team to manually update responses in a Word or Excel tracker. This provides a single source of truth.

Version Control
All versions are uploaded directly to Legatics, eliminating confusion caused by multiple files sent via email. Users can see when files were uploaded and by whom, with all versions attached to the relevant row.

Errors Reduced
Responses are added directly into Legatics, reducing the risk of pasting responses against the wrong representation or warranty. If mistakes occur, users have a full audit trail to correct them.

How it works in Legatics

For more information about how Legatics can transform your corporate m&a management, book a demo with our team.

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If you use Word to manage your transactions, you can use Legatics. Using Legatics is that simple.