Document background
A Company Disclosure Letter is an essential document in Irish corporate transactions, typically used alongside a Share Purchase Agreement or Asset Purchase Agreement. It serves as the seller's formal mechanism to disclose exceptions and qualifications to the warranties given in the main agreement. The document is crucial in Irish M&A practice as it helps allocate risk between parties and can provide a defense against future warranty claims. The letter includes both general disclosures (matters of public record or generally available information) and specific disclosures (detailed exceptions to particular warranties), often with supporting documentation in schedules. It requires input from various stakeholders who have detailed knowledge of the target business and must be prepared with careful consideration of Irish corporate law requirements and disclosure obligations.
