Jurisdiction(s):
United Kingdom

Key definition

Disclosure letter definition

What does Disclosure letter mean? A disclosure letter is the seller’s letter to the buyer in an M&A transaction that sets out the matters disclosed against the warranties in a share purchase agreement (SPA) or asset purchase agreement (APA). It typically contains general disclosures (of matters of public record or data room contents) and specific disclosures (itemised exceptions), and identifies the disclosure bundle or data room index. Its practical function is to qualify warranties and allocate risk. This is a descriptive practice term, not defined by legislation. Under English law (and similarly in Scotland, Northern Ireland and Ireland), the effectiveness of disclosures turns on the...

Precedent disclosure letter for private share purchase agreement: warranty qualification, general and specific disclosures, disclosure bundle index and buyer acknowledgement

Published by a LexisNexis Corporate expert

Precedents

Disclosure letter—private M&A—Share purchase

[ TO BE PRINTED ON THE seller’s headed notepaper ]

For the attention of [ insert buyer contact name ]
[ insert buyer name ]
[ insert buyer address ]
[ insert day and month ] 20[ insert year ]

Dear [ insert buyer contact name ],

Sale of [ the entire issued OR a substantial part of the ] Share Capital of [ insert company name ][Limited] (the Company)

This correspondence concerns the sale and purchase of [ the entire issued OR a substantial part of the ] share capital of the Company, pursuant to an agreement (the Agreement) due to be executed today between [ insert seller(s) name(s) ] (the Seller[s]) and [ insert buyer name ] (the Buyer). Unless the context requires a different interpretation, words and expressions defined in the Agreement shall carry the same meanings in this letter...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

DOWNLOAD THIS DOCUMENT

Web page updated on 22/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...