WorkflowCorporate, M&A & Securities

Disclosure Schedule Drafting

Disclosure schedules mapped from each rep in the agreement and checked against the whole data room, with each contract the seller's draft left off found, quoted and tested against its line.

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Walk the schedules from rep map to partner release ↓

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The problem

A questionnaire-led draft misses the contracts filed with the plant and IT

The first draft comes from management questionnaires, so it lists the contracts people think of. The associate then hunts a data room of thousands of files for what the reps actually capture, and starts over each time a markup moves a section number or lowers a dollar line.

The misses follow a pattern: a toll manufacturing agreement filed with plant operations, an amendment that made a distributor exclusive, a finance lease sitting with the fixed assets. Each one left off is the seller's exposure after closing, and the schedules are still open the night before signing.

Built forM&A associatesCorporate partnersIn-house general counselsParalegals

The Problem Today

Whatever a seller leaves off its disclosure schedules can come back as an indemnity claim after closing.

4%: of private deals stop buyers claiming for what they knew published

Cross-checked by hand today

Agreement
Data room
Questions
Renumbering

Finished the night beforeThe agreement takes days; the schedules take weeks
Contracts in other foldersPlant, technology and finance files go unread

The Solution

Each rep mappedEvery rep that calls for a schedule, with its definition and dollar line
The whole data room readEach document matched to the reps that capture it, wherever it is filed
Unlisted contracts foundOver the line but off the schedule: marked, with the clause quoted
Lawyers add, partner signsLawyers decide each entry; only the partner releases the schedules

Built-in controls

Agents never add an entry; a lawyer does
The data room is read only, never written to
No deal document is ever used to train a model

What You Get

Deal teams sign with schedules that match the agreement, each exception tied to the document behind it.

30 hours: of associate time per deal, down from about 120 our estimate

Each markup re-checkedNumbering and cross-references updated after each draft
One round of questionsPlain questions to the company, each tied to its schedule
Ready for the bring-downNew uploads and answers proposed for the closing update

Rep by rep

How disclosure schedules get drafted from 41 reps and 2,300 documents

From the agreement's reps to the partner's release, each feature below takes one step of the schedules and names the lawyer it serves.

01Reps that call for a schedule
A rep map that pulls each rep's definition, carve-outs and dollar line
How it works
- Reads the current draft and finds the 41 reps in Article III that call for a schedule
- Pulls each rep's definition, carve-outs and dollar line for a lawyer to confirm
- Shows entries, documents checked and unlisted contracts against each rep
- Filters by status: 31 drafted and cited, 4 with unlisted contracts, 6 waiting on the company
M&A associateStarts each schedule from the rep and the line it sets, instead of from what the questionnaires happened to mention.
02Data room read
A data-room read that matches each file to its reps, wherever filed
How it works
- Reads all 2,300 documents in 13 folders, scanned or digital
- Joins 186 amendments to their base contract before matching
- Matches 565 documents to at least one rep, on a grid of folders against rep groups
- Flags the one handwritten scan it could not read and infers nothing from it
M&A associateReaches the plant, IT and logistics files a questionnaire-led draft never opens.
03Rep beside schedule
Each rep beside its schedule, every clause threaded to its entries
How it works
- Section 3.12(a) on the left, typeset as in the agreement, with its dollar line highlighted
- The schedule on the right, entry by entry, each cited to its data-room document
- A ribbon across the top shades all 41 reps by status
- Missing contracts sit in the schedule as marked rows: 16 listed, 4 unlisted
M&A associateSees a rep, its schedule and the gap between them on one screen.
04Unlisted contracts
Contracts the schedule forgot, each shown with the clause that captures it
How it works
- Checks 1,140 contracts against the reps whose definitions capture them
- Sets the rep's words beside the contract's own clause, the matched words underlined
- Runs the test in figures: a $1,350,000 minimum annual fee against the $1,000,000 line
- Nine found across four schedules, each left for a lawyer to decide
Corporate partnerLearns before signing which contracts the seller's draft left off, before they surface as indemnity claims.
05One unlisted contract
A threshold test run in figures from the contract's own clause
How it works
- Opens the toll agreement's payment clause at page 6: a monthly tolling fee of $200,000
- Tests $2,400,000 paid in one fiscal year against the $1,000,000 line
- Says why it was missed: filed with plant operations, and under the old $2,500,000 line
- Offers three moves: add it, ask the company, or mark it not captured with a reason
M&A associateDecides a missing contract from the clause itself, and can show the partner the page that makes it qualify.
06Entry added
Entries added by a lawyer, with the list renumbered behind them
How it works
- The toll agreement joins Schedule 3.12(a) as item 10 in the firm's style, cited to DR 7.3.14
- The items after it renumber and the references to them are updated
- The row shows which lawyer added it, and the trail logs it
- Agents cannot add an entry: that setting is locked off on each deal
M&A associatePuts a missed contract on the schedule without the associate renumbering the list and chasing every reference to it.
07Cross-references re-checked
A markup check that updates moved references and flags changed ones
How it works
- Compares the new draft with the last: a new data privacy rep pushed the old 3.25 and 3.26 down
- Reads 212 references in the 41 schedules and the cover note, and finds 16 affected
- Updates 14 that only moved, each one logged
- Sends 2 to a person: a heading still at $2,500,000, and a pointer whose section changed meaning
M&A associateKeeps a buyer's markup from quietly breaking the schedules, and saves judgment for the two references that need it.
08Questions to the company
Plain questions to the company's general counsel, each tied to a schedule
How it works
- Six questions, drafted only for facts the company alone knows, one per rep waiting to be confirmed
- Each says why it is asked and which schedule entry it changes
- She sees her own questions, never the firm's notes or the unlisted contracts
- Nothing goes out until the associate approves the batch
Company general counselAnswers each fact once, in a line, and knows which schedule her answer changes.
09Release to buyer's counsel
A release to the buyer's counsel that only the partner can approve
How it works
- Opens on the checks the partner reads first: 41 of 41 schedules drafted against draft 6
- Counts 55 entries cited and the 2 cross-references still with the associate
- Brackets the 8 undecided contracts as proposed, subject to company confirmation
- Goes through the deal's secure exchange with a redline against the seller's draft
Corporate partnerApproves schedules she can trace entry by entry, knowing what is still bracketed.

Nine contracts the seller's draft left off, by the schedule they belong on

The agents drafted 63 entries: the seller's 54, plus these nine.

Schedule	Missed	Why each qualifies	Where it was filed
3.12(a) Material contracts	4	Toll manufacturing, $2.4M paid; warehousing, $1,350,000 minimum fee; a distribution amendment that made it exclusive; an equipment finance lease of $780,000	Plant operations, logistics, distribution, fixed assets
3.4(a) Contract consents	2	A software license that treats a change of control as an assignment; a warehouse lease that needs the landlord's consent	IT licenses, real property leases
3.11(b) Inbound IP licenses	2	A license of the catalyst patent at a 2.5% royalty; a process simulation license used in production	Research and development, IT licenses
3.18 Affiliate transactions	1	The sponsor's management services agreement, $450,000 a year	The sponsor folder

Beside the main path

Consents, thresholds and the audit trail behind the disclosure schedules

Six more screens a deal team opens while the schedules come together.

Representations filtered to six reps waiting for the company to confirm a fact, including the new data privacy rep with no entries yet — **Six reps waiting on the company**The reps the company must confirm, from pending litigation to tax audits, and the new data privacy rep with no entries yet.

Section 3.4(a) on contract consents beside its schedule: 2 entries listed, plus a software license and a warehouse lease marked unlisted — **Consents on a change of control**Two contracts listed for consent or notice, and below them two unlisted: a software license that treats a change of control as assignment, and a warehouse lease.

Draft disclosure schedules opened at Schedule 3.12(a): 17 numbered entries each cited to a data-room document, and 3 proposed entries to decide — **The schedules as a document**Schedule 3.12(a) in the draft: 17 numbered entries, each with its data-room citation, the toll agreement marked as added, and 3 proposed entries still to decide.

Rep-to-schedule cross-reference table listing each section, its schedule, the number of entries, the data-room documents cited and the status — **Rep to schedule, row by row**The cross-reference table: each rep, its schedule, the number of entries, the documents cited and where it stands, re-checked after draft 6.

Settings with five thresholds read from draft 6, $1,000,000 for material contracts and $500,000 for debt among them, the matching rules and roles — **Lines read from the agreement**Five dollar lines read from draft 6, with the page each came from, confirmed by the associate, beside the matching rules and who may add, ask and release.

Audit trail of reads, drafts, checks and additions by agent or lawyer, from the agreement mapped to the toll agreement added as item 10 — **Agents and lawyers in one trail**Each read, draft, check and decision in order, from 63 entries drafted to the toll agreement added and the references re-checked.

A lowered line and one amendment pulled more contracts inside the reps

Four reasons the seller's draft missed them.

The line came down in the markup

Draft 6 lowered the material-contract line in 3.12(a)(i) from $2,500,000 to $1,000,000, which brought the toll and warehousing agreements inside the rep.

Finance leases joined the debt clause

The same draft added finance leases to clause (iv), so a $780,000 equipment lease-purchase now sits over the $500,000 line.

An amendment changed the contract

The rep reads each contract together with all amendments. Its second amendment made a distributor exclusive in its territory, which puts the distribution agreement under clause (ii).

Filed where nobody looked

Eight of the nine sat outside the contracts folder, from plant operations to the sponsor folder.

Behind the screens

Six agents read the deal; only lawyers put entries on a schedule

Each hands its finding to a lawyer, who decides what goes in.

Rep mapper

Reads the purchase agreement, finds each rep that calls for a schedule, and pulls its definition, carve-outs and dollar line.

Never edits the agreement

Data room matcher

Reads each data-room document and matches it to every rep whose definition captures it, wherever it is filed.

Never decides materiality: it proposes, with the clause

Unlisted finder

Checks each captured contract against the schedule and marks what the schedule misses, quoting why it qualifies.

Never adds an entry: a lawyer does

Schedule drafter

Drafts each entry in the firm's style, cited to its document and page.

Never discloses a fact that is not in a document or confirmed by the company

Cross-reference checker

After each markup, re-checks the numbering and each cross-reference in the schedules.

Never renumbers the agreement
Sends unclear moves to a person

Company questions agent

Turns open facts into plain questions for the company's general counsel.

Never sends without the associate's approval

Questions on drafting schedules with agents

What are disclosure schedules, and how does this draft them?

Disclosure schedules answer each rep with the contracts, leases, permits and claims it covers; what is left off can become a claim after closing. This solution maps the reps, reads the whole data room, drafts each entry with its document and page, and marks what a schedule misses for a lawyer to decide.

Does it put contracts on the schedules by itself?

No. Agents propose and the associate adds, edits or rejects each entry. The setting that would let an entry in without a lawyer is locked off, and only the partner approves a release to the buyer's counsel.

What happens when the buyer's markup renumbers the agreement?

The cross-reference checker compares the new draft with the last, updates references that only moved, and sends the ones that changed meaning to the associate.

How does it find a contract filed in the wrong folder?

It reads the whole data room and matches each document to the reps whose definitions capture it, wherever it was filed. Amendments are read with their base contract, so one that adds exclusivity brings the contract inside the rep.

What does the company's general counsel see?

Only her own questions, each with the schedule it changes. The firm's notes, the unlisted contracts and the other side's comments stay hidden, and nothing reaches her until the associate approves it.

Who inside the firm can open the deal?

An ethical wall limits each deal to its own team, the data room is read only, and each read, change and approval stays in the audit trail.

Corporate, M&A & Securities

Find what the seller's draft left off
before the buyer's counsel does.

We'll walk you through the rep map, the unlisted contracts and the partner's release on a deal your team has already signed.

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Disclosure Schedule Drafting

A questionnaire-led draft misses the contracts filed with the plant and IT

The Problem Today

The Solution

What You Get

How disclosure schedules get drafted from 41 reps and 2,300 documents

A rep map that pulls each rep's definition, carve-outs and dollar line

A data-room read that matches each file to its reps, wherever filed

Each rep beside its schedule, every clause threaded to its entries

Contracts the schedule forgot, each shown with the clause that captures it

A threshold test run in figures from the contract's own clause

Entries added by a lawyer, with the list renumbered behind them

A markup check that updates moved references and flags changed ones

Plain questions to the company's general counsel, each tied to a schedule

A release to the buyer's counsel that only the partner can approve