Corporate and M&A · Seller-side corporate team, deal partner, paralegal
Build a disclosure letter against the agreed warranties
Sellers of Northgate Analytics have agreed the warranty schedule and now have to disclose against it. The grid runs the room against the warranties, then the letter is drafted from the cells that came back with something to say.
- Agents
- Due Diligence, Drafting
- First draft
- A first specific disclosure schedule comes back from one grid run, then a drafted letter follows on the same matter.
The problem
Step 01 of 06
Load the room and the warranty schedule
Ninety-one documents are uploaded in batches. The agreed warranty schedule goes on the matter as the reference document the columns are built from.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 06
Build the disclosure columns
Columns are written one per warranty group: title and capacity, accounts, material contracts, employees, property, intellectual property, litigation, tax. Columns stay editable, so a ninth is added for change of control.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 03 of 06
Run the room against the warranties
Every document is asked every warranty question. Cells that carry a disclosure open with the quote and the page it came from; cells with nothing to disclose read Not addressed rather than guessing at relevance.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 04 of 06
Read the cells that matter
Sorting the litigation column brings up an unreported employment tribunal claim; sorting material contracts surfaces two supply agreements with consent requirements the sellers had forgotten.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 05 of 06
Draft the letter
The Drafting Agent runs with Prepare for: Standard and Deliver as: Word, producing general disclosures, a specific disclosure schedule numbered to the warranties, and a document index.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 06 of 06
Sign off
The partner checks four specific disclosures against the underlying documents, ticks the items, and marks the warranties with no disclosure for a direct conversation with the client.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
What comes back
A document, not a transcript.
- A specific disclosure schedule numbered against the warranty it answers, each entry carrying the document, the page and the quote.
- A list of warranties with nothing disclosed against them, so the client is asked rather than assumed to be clean.
- A drafted letter with general disclosures, the specific schedule and an index of the disclosed documents.
- Action items naming the two consent provisions and the tribunal claim that need a decision before the letter goes out.
Authorities it checks
- Misrepresentation Act 1967, s 3
- Companies Act 2006, s 172
What it does not do
- It does not decide what is fair disclosure. It shows what the room says and leaves the standard to the fee-earner and the agreement.
- It does not upload documents to the data room or send the letter. Both remain human actions outside the product.
- It will not fill a cell to look tidy. A document that is silent on a warranty comes back marked as silent.