Training Guide

Updating Disclosure Schedules


Training Guide

Updating Disclosure Schedules

M&A Provisions
Remote or in person

What’s Covered

  • The impact of updating disclosure schedules provisions on other provisions in an agreement, on the parties’ risk allocation, and on rep & warranty insurance 
  • Negotiating and defining the scope of permitted or required updates 
  • Buyer and seller perspectives when negotiating the provision 
  • Market trends 

Before the Session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from Why Update Disclosure Schedules?


    Updating Disclosure Schedules

    An introduction to disclosure schedules updates provisions, including why parties include a right or obligation to update disclosure schedules, the scope of permitted updates, and the updates effect on other rights and obligations of the parties under the acquisition agreement. Features interviews with ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.

  • still frame from Market Trends


    Updating Disclosure Schedules: Market Trends

    ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates discuss market trends for disclosure schedules updates provisions, drawing on data from the ABA M&A Committee's 2020-21 Private Target Deal Points Study.

  • still frame from Sample Provisions


    Updating Disclosure Schedules: Sample Provisions

    A look at two disclosure schedules updates provisions. Also includes drafting tips and perspectives from ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.

During the Session

Part 1: Knowledge Check 
Ask attendees these questions to ensure they understand the topic: 
  • What’s an updating disclosure schedules provision and why do parties to acquisition agreements sometimes include it in their agreement? 
  • What are a few areas of an acquisition agreement that would or could be impacted by an updating disclosure schedules provision? How might they be impacted? 
  • Why is it important that the parties consider what types of updates are permitted or required? 
  • Why might the parties consider limiting new disclosures based on when the underlying facts arose? 
  • How can the inclusion of an updating disclosure schedules provision impact the buyer’s rep & warranty insurance policy? 
  • How do buyers and sellers think differently about these provisions? 
  • Are these provisions common? Are they becoming more or less common? 
Part 2: Group Exercise 
Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond. 
Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups. 
Part 3: War Stories and Firm Specifics 
Share your own experiences and guidance, including: 
  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation) 
  • General practice tips (dos and don’ts) 
  • Firm-specific guidance and practices 

After the Session

To continue their learning, attendees can check out related courses in Hotshot’s M&A Provisions topic. 

About Hotshot

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