Document background
The Company Disclosure Letter is an essential document in Dutch M&A transactions, typically prepared alongside a share purchase agreement or merger agreement. It serves as the seller's primary tool for making both general and specific disclosures against the warranties given in the main transaction documents. The document must comply with Dutch legal requirements and market practice, particularly regarding standards of fair disclosure and the effect of disclosures on warranty claims. A Company Disclosure Letter typically includes information about corporate matters, financial statements, material contracts, employment issues, litigation, regulatory compliance, and other business-critical aspects. It's particularly important in Dutch transactions as it can affect the buyer's post-completion warranty claims and helps establish what information was known to the buyer at the time of the transaction.
