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ARTICLE · 10 FEBRUARY 2025

Avoiding Ambiguities In M&A Disclosure Schedules

Mayer Brown
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A notable Delaware Chancery Court opinion offers important insights for M&A deal parties into how courts interpret disclosure schedules. In Aldrich Capital Partners Fund, LP v. Bray, the stock purchase agreement and the disclosure schedules had contradictory provisions on the treatment of items listed in the disclosure schedules.

United StatesCorporate/Commercial Law
Stephanie Coirin
Stephanie Coirin
Andrew Stanger
Andrew Stanger
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A notable Delaware Chancery Court opinion offers important insights for M&A deal parties into how courts interpret disclosure schedules. InAldrich Capital Partners Fund, LP v. Bray,1the stock purchase agreement and the disclosure schedules had contradictory provisions on the treatment of items listed in the disclosure schedules. Although the opinion arose from a motion to dismiss and does not resolve the issues over the conflicting language, it does provide a close reading of the disclosure schedules that illustrates how relying on common assumptions and drafting practices might lead to unexpected outcomes.

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