What is a disclosure schedule?
A disclosure schedule is the annex to an acquisition or investment agreement in which the seller or company lists exceptions to its representations and warranties: pending disputes, missing consents, IP chain gaps, related-party contracts. A warranty says “there is no litigation”; the schedule says “except the two cases listed.” What is properly disclosed generally cannot ground a warranty claim — the schedule is where known risk actually gets allocated.
Why it deserves senior attention
Founders treat schedules as paperwork and delegate them to the data room; buyers treat them as the map of what they cannot sue for. Three consequences follow. Over-disclosure is a price signal — dumping the whole data room into a “deemed disclosed” clause invites either a price chip or a fight over sandbagging. Under-disclosure converts a known issue into a warranty breach with indemnity exposure. And vague disclosure fails: courts and tribunals expect disclosure that is fair, specific and enables the buyer to understand the issue’s significance.
Process mechanics worth negotiating
The battlegrounds: whether general data-room disclosure counts against all warranties or only specifically referenced items; bring-down at closing (updating schedules between signing and completion, and whether updates cure liability or merely inform); and materiality scrapes that read qualifiers out of warranties for indemnity purposes. In Turkish practice the schedule doubles as the record that protects selling founders personally where they give the warranties.
Does disclosure eliminate all claims?
Only warranty claims for fairly disclosed matters — fraud is never cured by disclosure, and specific indemnities are typically drafted to survive it deliberately.
Who drafts it?
The seller’s counsel drafts; the business team must review line by line — lawyers cannot know which contract has an unwritten side deal.
Related: survival period, fundamental representations.