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A Disclosure Letter is a crucial document that sellers provide to buyers during company acquisitions in Ireland, highlighting exceptions to the warranties in the main sale agreement. It acts as a safeguard by letting sellers reveal any potential issues, risks, or inconsistencies about their business that might affect the deal's value.

Under Irish contract law, this letter forms a key part of the buyer's due diligence process and offers vital legal protection for sellers. By making detailed disclosures upfront, sellers can defend themselves against future warranty breach claims, while buyers gain a clearer picture of what they're purchasing. The level of detail needed varies based on the transaction's size and complexity.

You need a Disclosure Letter when selling a business or company in Ireland, particularly during the final stages of negotiation. This document becomes essential once you've agreed on the main terms and warranties in your sale agreement, but before signing the final contract.

Time it right - prepare your Disclosure Letter after the buyer's due diligence begins but before finalizing the sale. Many Irish companies start drafting early, often alongside the warranty negotiations, to avoid last-minute rushes. This gives your legal team enough time to gather detailed information from department heads and review any potential issues that need disclosure.

• Company Disclosure Letter: Standard format used for corporate sales and acquisitions, containing general and specific disclosures against warranties
• Confidentiality Agreement Letter: Specialized version focusing on protecting sensitive information during the disclosure process
• Mutual Non Disclosure Agreement Form: Accompanies Disclosure Letters when both parties need to share confidential information during negotiations

• Selling Companies: Responsible for preparing and warranting the accuracy of Disclosure Letter contents, usually through their directors and senior management
• Corporate Lawyers: Draft and review the letter, ensuring it meets Irish legal requirements and properly protects their clients' interests
• Acquiring Companies: Review disclosures through their legal teams and use them to assess deal risks and value
• Financial Advisors: Help identify financial matters requiring disclosure and assess their impact on the transaction
• Company Accountants: Provide detailed financial information and verify accounting-related disclosures

• Review Warranties: Carefully examine each warranty in the sale agreement to identify required disclosures
• Gather Documents: Collect relevant contracts, financial records, employment agreements, and property documents
• Department Input: Get detailed information from each department head about potential issues or exceptions
• Draft Structure: Our platform helps organize disclosures clearly, following Irish legal standards and best practices
• Cross-Reference: Match each disclosure to specific warranties, ensuring nothing is missed
• Internal Review: Have senior management verify all disclosures for accuracy and completeness

• Introduction: Clear statement identifying the parties, transaction, and related sale agreement
• General Disclosures: Standard exceptions applying to all warranties, including public records and filed accounts
• Specific Disclosures: Detailed exceptions to individual warranties, numbered to match the sale agreement
• Governing Law: Explicit reference to Irish law and jurisdiction
• Authentication: Execution date, authorized signatures, and company seals where required
• Bundle Index: Organized list of all supporting documents and evidence referenced
• Verification Statement: Confirmation of disclosure accuracy and completeness

A Disclosure Letter differs significantly from a Disclosure Statement in both purpose and legal effect. While both documents involve sharing information, they serve distinct functions in Irish business law.

• Purpose and Context: Disclosure Letters specifically relate to company sales, protecting sellers against warranty breaches. Disclosure Statements are broader documents used for general information sharing in various business contexts
• Legal Protection: A Disclosure Letter forms part of the sale agreement and provides legal defense against warranty claims. A Disclosure Statement typically doesn't offer the same contractual protection
• Timing and Duration: Disclosure Letters are one-time documents tied to a specific transaction. Disclosure Statements may be ongoing or periodic documents used for regulatory compliance
• Content Structure: Disclosure Letters directly reference warranty clauses and include supporting evidence. Disclosure Statements follow a more general format focused on transparent information sharing