A disclosure schedule accompanies definitive agreements — stock purchase, merger, or major financing — detailing exceptions to representations and warranties made by the company or sellers.

How it works

The main agreement states broad reps: “No undisclosed litigation,” “IP owned free of liens,” “Material contracts listed.” The disclosure schedule itemizes every exception — lawsuit X, customer contract Y, SAFE Z not in cap table summary.

Schedules mirror categories in the agreement and cross-reference data room documents. Buyers and investors review them line by line during confirmatory diligence.

Incomplete or misleading schedules expose founders to indemnification clawbacks after close — especially in private M&A with holdbacks and escrows.

Venture rounds use lighter disclosure letter practices, but major down rounds or secondary sales may adopt M&A-style schedules.

Counsel drafts schedules from management questionnaires — accuracy depends on founders surfacing issues early, not last-minute memory.

Why it matters

• Founders: Treat schedules as legally binding inventory of warts. If it is not disclosed, you may pay for it post-close.
• Investors: Schedules reveal cap table side letters, change-of-control fees, and customer concentration contracts that affect valuation.

Common mistake

Copy-pasting prior round schedules without updating for new litigation, layoffs, or customer losses. Stale schedules are a leading cause of post-close disputes.

Related ideas

See also data room, cap table, reps and warranties insurance, and indemnification cap.