Company Disclosure Letter for the United Kingdom

Company Disclosure Letter Template for England and Wales

A Company Disclosure Letter is a formal document under English and Welsh law that accompanies a share purchase agreement or other transaction documents. It serves as a mechanism for a selling company to disclose exceptions, qualifications, or breaches of warranties given in the main transaction agreement. The document provides protection to the seller by preventing the buyer from claiming damages for matters that were properly disclosed before the transaction completion.

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What is a Company Disclosure Letter?

The Company Disclosure Letter is a crucial document in corporate transactions governed by English and Welsh law. It is typically used in mergers, acquisitions, or investment transactions where warranties are given by the seller about the target company's condition. The letter contains both general disclosures that apply to all warranties and specific disclosures against individual warranties. It serves as a risk allocation mechanism between parties and helps prevent future disputes by ensuring transparency about known issues or exceptions to the warranties. The document must be carefully drafted as it can significantly impact the buyer's rights and remedies under the main transaction agreement.

What sections should be included in a Company Disclosure Letter?

1. Letter Introduction: Date, addressee details, and reference to the main transaction document

2. Purpose Statement: Clear statement that this is a disclosure letter relating to specific warranties

3. General Disclosures: Standard disclosures that apply to all warranties

4. Specific Disclosures: Detailed disclosures against specific warranties, organized by warranty number

5. Signing Block: Execution provisions and authorized signatory details

What sections are optional to include in a Company Disclosure Letter?

1. Materiality Qualifications: Specific thresholds for materiality of disclosures, used in larger transactions

2. Fair Disclosure Statement: Statement about the standard of disclosure, used in complex transactions

3. Time-Limited Disclosures: Disclosures that are only valid for a specific period, used when relevant

What schedules should be included in a Company Disclosure Letter?

1. Schedule 1 - Documents Disclosed: List of all documents provided in the data room or otherwise disclosed

2. Schedule 2 - Data Room Index: Index of all documents in the data room, if applicable

3. Schedule 3 - Specific Disclosure Documents: Key documents specifically referenced in the disclosures

4. Schedule 4 - Regulatory Filings: Copies or list of relevant regulatory filings and correspondence

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Clauses
Industries

Companies Act 2006: Primary legislation governing company operations in the UK, including directors' duties, corporate disclosure requirements, rules about false/misleading statements, and requirements for proper company records maintenance

Financial Services and Markets Act 2000: Key legislation covering market abuse provisions, financial disclosure requirements, and rules regarding inside information

Disclosure Guidance and Transparency Rules (DTR): Regulatory framework specifically for listed companies, detailing ongoing disclosure obligations and transparency requirements

UK Market Abuse Regulation (UK MAR): Regulatory framework covering rules on inside information and specific disclosure requirements for listed companies

Common Law Principles: Legal principles established through case law, including duty of care, misrepresentation, and rules regarding warranties and indemnities

UK Corporate Governance Code: Guidelines and principles for effective corporate governance, including guidance on risk management and internal control

Industry-Specific Regulations: Sector-specific regulatory requirements that may affect disclosure obligations depending on the company's field of operation

UK GDPR and Data Protection Act 2018: Data protection legislation governing the handling and disclosure of personal data in corporate transactions

Professional Standards: Including Stock Exchange rules and industry-specific standards that may affect disclosure requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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