template

First Draft Disclosure Letter By The Seller On Acquisitions

by
Genie Team
Genie Team
Oct, 10 2023

When to use this template

The First Draft Disclosure Letter by the Seller on Acquisitions under UK law is a legal template that outlines the initial document prepared by the seller in the context of an acquisition transaction in the United Kingdom.

This disclosure letter plays a crucial role in the due diligence process, where the seller is required to disclose all material information relating to the target company or assets being sold. The disclosure letter aims to provide comprehensive and accurate information to the potential buyer, allowing them to make informed decisions regarding their investment.

The template is designed specifically to comply with the legal framework under UK law, taking into account relevant regulations and statutes governing acquisition transactions. It covers various aspects of the target company, including its financial statements, intellectual property, contracts, employment agreements, regulatory compliance, tax liabilities, pending litigations, and any other pertinent matters.

Typically, the letter is drafted by the seller's legal representative, outlining detailed disclosures on any known risks, liabilities, or negative influences that could impact the value of the target company. It serves as a legal protection mechanism for the seller, as it helps limit potential liability by ensuring all relevant information has been disclosed to the buyer.

The First Draft Disclosure Letter acts as a starting point for negotiations between the seller and the buyer, inviting the buyer to review the disclosed information and raising any concerns or queries. The buyer may then respond with their own letter outlining further inquiries or requesting additional disclosures from the seller.

Overall, this legal template is a vital document in the acquisition process under UK law, serving as a transparent means of communication between the seller and the buyer and facilitating a fair and well-informed transaction.

Key issues covered in this template

  • Annexed documents
  • Correspondence
  • Data protection
  • Entire agreement
  • Financial information
  • Property deeds
  • Public domain
  • Public information
  • Registrar's searches
  • Seller's records
  • N/A

What to watch out for

  • The disclosure letter should identify the seller and the buyer, and should be dated

  • The letter should identify the assets being sold, and should provide a brief description of the business

  • The letter should disclose any known liabilities of the business, including any outstanding debts, litigation, or other claims

  • The letter should disclose any material contracts or agreements to which the business is a party

  • The letter should disclose any environmental liabilities or issues

  • The letter should disclose any material permits or licenses required for the operation of the business

  • The letter should disclose any material intellectual property rights held by the business

  • The letter should disclose any material employee agreements or benefits

  • The letter should disclose any material customer or supplier agreements

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Author

Genie Team

Genie Team

@genieteam
Genie AI Team

The Genie Team consists of lawyers and paralegals. Our aim is to open source the law and provide high quality, regularly reviewed legal documents.

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Additional information

Business categories

Business activities

Contract type

Relevant sectors

Finance

Relevant company sizes

1 - 3

20 - 49

250 - 999

4 - 19

50 - 249

1000 +

Governing law

England and Wales

Language

English UK

Gender neutral

Yes