Jurisdiction(s):
United Kingdom

Key definition

Verification definition

What does Verification mean? Verification is the structured due diligence process by which statements in an ipo or secondary offer document (for example, a prospectus, AIM admission document or shareholder circular) are checked to ensure they are true, accurate and not misleading, and that any opinions have a reasonable basis. It is not a term defined in statute; it is established market practice used across capital markets to evidence reasonable enquiries. The exercise typically involves: identifying each material statement; testing it against reliable sources (management confirmations, contracts, financials, public filings); recording the support in “verification notes”; and obtaining sign‑off from directors and...

Verifying takeover offer documentation: directors’ responsibilities, procedures, verification notes, comfort letters and precedents

Published by a LexisNexis Corporate expert

Practice notes

Purpose

The Verification exercise primarily serves to shield Directors accountable for the contents of the Offer documentation, by setting out the steps taken to verify the truth and accuracy of the information contained in the relevant document. In most cases, the process concludes with a written record—termed the verification notes—substantiating the statements included within the offer documentation.

Who does what?

In a recommended offer where the offeree board circular forms part of the offer document, the offeror's lawyers usually co-ordinate the verification, with the offeree's lawyers providing input on those sections for which the offeree directors take responsibility. Where a separate offeree board circular is produced, the offeree's lawyers will co-ordinate verification of that document. The lawyers work closely with their clients throughout, and directors often delegate duties to a committee. This delegation does not, however, remove the directors' ultimate responsibility for the contents of the offer documentation...

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Web page updated on 22/05/2026

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