Workflow

Outline an M&A disclosure schedule

Builds a schedule-by-schedule outline mapped to the reps, with owners, materiality thresholds, cross-references, and the schedules where indemnity claims actually start.

About 18 minintermediateTransactional, M&A

Your prompt5,206 characters

Still to fill in: Representations in the agreement, Deal summary and thresholds

RoleYou are a transactional partner who has built and torn apart disclosure schedules on dozens of deals, and who has watched an indemnity claim turn entirely on whether an item was disclosed against the right rep. You know which schedules carry money and which are recital, you assign a real person to every section, and you will not let a schedule say "there may be other matters."What I needOutline the disclosure schedule for this Stock purchase, mapped to the reps below, from the position of Seller counsel drafting the schedules, under Governing law and operating footprint.InputsDeal and thresholds: Deal summary and thresholds Representations: Representations in the agreement Deal type: Stock purchase Who I represent: Seller counsel drafting the schedules Governing law and footprint: Governing law and operating footprintHow to work this1. Mirror the agreement's numbering exactly: Schedule 4.11 answers rep § 4.11. Where Representations in the agreement gives you no section number, say the number is unknown rather than assigning one. 2. Classify every schedule as required-list, exception, or definitional, and state what a blank schedule means in that class. Blank on a required list asserts that none exist; blank on an exception schedule gives the rep flat. 3. Pull materiality thresholds from Deal summary and thresholds per category. If a category has no stated threshold, say so and propose one for negotiation. Do not quietly invent a number. 4. Build the cross-reference catalog: every item that belongs on more than one schedule, with the receiving schedules named. Quote the agreement's cross-reference rule; if there is none, flag its absence as an open point. 5. Name the knowledge group by title and state whether knowledge is actual or actual-after-reasonable-inquiry. Say what the second standard adds to the collection effort. 6. Give each schedule a collection owner inside the target (CFO, GC, HR lead, tax director, IP counsel, EHS manager), never "seller" or "the deal team." 7. Rate each schedule high, medium, or low for indemnification exposure, then list the disclosure traps specific to Seller counsel drafting the schedules on the Stock purchase in this industry.Close with these four sections, every time, without being askedAssumptions I made. Every assumption behind the outline: which reps exist and how they are numbered, what the thresholds are, whether a materiality scrape applies, whether schedules can be updated before closing. Mark each [verify] or [safe]. Where this is weakest. The two or three schedules most likely to be incomplete or fought over, named specifically, with the reason. What only you can decide. Present each as options with tradeoffs. At minimum: disclose everything borderline (kills the later indemnity argument, but lengthens diligence and occasionally reprices the deal) or disclose strictly to the threshold (faster and tidier, but every omitted item becomes an argument in eighteen months); and whether to push for a general cross-reference rule (protects the seller from a technical whiff, and buyers increasingly refuse it) or accept "reasonably apparent on its face" (market, but moves the fight to what counts as apparent). What would make this materially better. The specific document that would sharpen the next pass: the executed reps article, the indemnification article, the target's org chart, the VDR index. Rank by impact.Output formatA short paragraph of format conventions (cross-reference rule, thresholds, knowledge mechanics, certification block). Then the section outline as a table: Schedule | Rep § | Class | What goes on it | Collection owner | Indemnity risk. Then definitional schedules, the cross-reference catalog, a materiality grid, a timeline in days before signing, and the top five disclosure traps. Then the four closing sections.Never do this- If this outline would fit any target in any industry, it is too generic. The schedules must reflect this deal type, these thresholds, and this target's actual regulatory footprint. - No hedging filler. Cut "arguably," "as applicable," and "it depends." Do not tell me to consult deal counsel. I am deal counsel. - Every section number, threshold, and statutory reference must come from my inputs or be marked [UNVERIFIED - confirm against the executed agreement]. Never invent a rep number or a dollar threshold. - Where you do not know whether a rep exists in this agreement or how Governing law and operating footprint treats an item, say you do not know. Do not smooth over the gap with fluent prose. - Do not pad. A carve-out asset deal has fewer schedules than a stock purchase; write the ones that exist. Length is not value.Before you answer- Does every schedule trace to a numbered rep, or did I invent numbering? - Did I say what a blank schedule means for each class? - Does every schedule have a named owner inside the target? - Would this outline be useless on a different deal? It should be. - Is any threshold or section number stated without a source in my inputs?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Where on this deal could something be technically disclosed and still functionally hidden? That is the only question the buyer's lead diligence partner is asking. Go through the outline as the diligence partner. Which two schedules are the usual hiding places on a deal like this: related-party arrangements, change-of-control triggers, off-balance-sheet obligations, unrecorded IP assignments, and exactly how would a seller bury an item there while staying literally accurate? Then rewrite those schedules' contents and collection steps so the burial does not work.

Go deeper

Pushes the work further once the basics are right.

The people who know where the contracts are do not work for you. Write the seller-side kickoff memo to the target's deal team: what each owner has to produce, the definition of material in their own numbers, the deadline for each section, the format for entries, and the do-not-do list: no sanitizing contract files, no verbal-only disclosures, no forwarding requests to the person who wrote the contract. One page, addressed to non-lawyers.

Before you run it

What to gather first

The purchase agreement's representations article with section numbers
Materiality thresholds and any materiality scrape in the indemnification article
Whether the schedules will be updated between signing and closing, and on what terms
The target's org chart: who actually holds each category of information
Whether the buyer is a strategic acquirer or a financial sponsor

Watch for

Hedging language on a schedule qualifies nothing. "There may be other matters" and "to the best of our recollection" either get struck in negotiation or become the first exhibit in an indemnity claim.
A materiality scrape in the indemnification article can neutralize the thresholds the schedules were built on. Reconcile the two articles before circulating any threshold guidance to the deal team.
Cross-references are the most common technical failure. If the agreement lacks an express cross-reference rule, an item disclosed on the wrong schedule may not qualify the rep it was meant to qualify.
Do not put privileged material on a schedule. Disclose the existence and category of a matter without the substance, and coordinate with litigation counsel before describing anything under investigation.
This outline reflects the reps you paste, not the executed agreement. Reconcile section by section against the final document before the schedules go out.

What comes back

A format-conventions paragraph; a section outline table (Schedule | Rep § | Class | What goes on it | Collection owner | Indemnity risk); definitional schedules; a cross-reference catalog; a materiality grid by category; a completion timeline in days before signing; the top five disclosure traps; then the four closing sections.

See an example of what you’ll get

Format conventions. Schedules follow the agreement's numbering. An item disclosed on one schedule qualifies any other rep where its relevance is reasonably apparent on the face of the disclosure (APA § 11.4). Thresholds match the agreement: $250K/yr or >1-year term for contracts, $50K for litigation, $25K for related-party items. "Knowledge" means actual knowledge of the officers listed on Schedule 1.0 after reasonable inquiry. Each schedule is dated and certified by an officer of the Seller as of the closing date. Section outline (abridged) | Schedule | Rep § | Class | What goes on it | Owner | Indemnity risk | |---|---|---|---|---|---| | 1.0 | Definitions | Definitional | Knowledge group: CEO, CFO, COO, GC | Seller counsel | Low | | 2.1 | 2.1 | Required list | Acquired assets, tangible and intangible | VP Operations | High | | 4.5 | 4.5 | Exception | Liabilities not on the balance sheet: guarantees, surety, unfunded commitments | CFO | High | | 4.6 | 4.6 | Exception | Material changes since the balance-sheet date | CFO and COO | High | | 4.11 | 4.11 | Required list | Owned IP: 12 patents, 8 marks, software copyrights, domains | IP counsel | High | | 4.12 | 4.12 | Required list | Contracts over $250K/yr or >1 year | Commercial counsel | High | | 4.12(b) | 4.12 | Required list | Contracts with anti-assignment or change-of-control triggers | Commercial counsel | High | | 4.16 | 4.16 | Exception | Pending and threatened litigation over $50K | Litigation counsel | High | | 4.19 | 4.19 | Exception | Related-party agreements, loans, leases over $25K | CFO | High | *Blank behavior:* 4.12 blank asserts no contract crosses the threshold. 4.5 blank gives the no-undisclosed-liabilities rep flat. Those are very different promises and the deal team should be told so in those words. Cross-reference catalog. ITAR registration → 4.17 (permits), 4.12 (contracts), 4.6 (absence of changes if status moved). Indiana lease → 4.10 (real property), 4.12 and 4.12(b) (anti-assignment). Top-customer slowdown letter received in March → 4.6, 4.12(b), and the customer schedule. Timeline. T-30 skeleton and owner assignments · T-21 internal review, gap list · T-14 first exchange with buyer · T-7 reconciliation call · T-3 freeze, material updates only · T-1 officer certification · T-0 delivered with the signed agreement. --- Assumptions I made. The reps are numbered as you gave them in Article IV [verify against the executed agreement; the numbering shifted in the last two turns]. A materiality scrape applies to indemnification [verify - if so, the $250K threshold protects the schedule but not the claim]. Schedules may be updated before closing with a bring-down carve-out [verify]. Where this is weakest. Schedule 4.5 depends entirely on the CFO volunteering things that are not in the ledger. Guarantees and surety obligations are the classic miss. Schedule 4.11's chain of title on the 12 patents assumes every inventor assignment was executed and recorded; on a 15-year-old product line that assumption fails more often than it holds. What only you can decide. Disclose every borderline item (ends the indemnity fight before it starts, but extends diligence by roughly two weeks and gives the buyer new price arguments) or hold strictly to the thresholds (faster, tidier, and each omission is an argument in eighteen months). Also yours: whether to push for the general cross-reference rule now, before the buyer's counsel focuses on it, or accept "reasonably apparent" and spend the capital on the indemnity cap instead. What would make this materially better. (1) The executed Article IV with final numbering. (2) The indemnification article, to confirm the scrape. (3) The target's org chart, so the owner column names people rather than functions.

Why this prompt is built the way it is

## Framework 1. **Mirror the reps.** Schedule numbering follows the agreement, one schedule per representation. A schedule with no rep behind it is noise. 2. **Three classes, and they behave differently.** Required-list ("all material contracts"), exception ("except as set forth"), definitional (knowledge group, key employees, permitted liens). On a required list, blank means none exist. On an exception schedule, blank means the rep is given flat. 3. **Specificity is the whole point.** "There may be other matters" qualifies nothing. Disclose with enough detail that a diligence associate can evaluate the item without asking a follow-up. 4. **Thresholds come from the agreement, never from instinct.** Match the contract's own numbers per category. 5. **Cross-references are where deals leak.** Catalog every item that belongs on more than one schedule and quote the agreement's cross-reference rule. If there is no rule, that absence is itself a negotiation. 6. **Knowledge group by title.** Name the officers and say whether knowledge is actual or actual-after-reasonable-inquiry. The two demand different collection efforts. 7. **Owners inside the target, not "seller."** CFO, GC, HR lead, tax director, IP counsel, EHS manager. A schedule without a named owner does not get built.