"Shine your Eyes" - Are Disclosure Letters in Acquisitions the Real Deal?


"Shine your Eyes" - Are Disclosure Letters in Acquisitions the Real Deal?

November 15, 2022

The Nigerian slang "Shine your eyes", meaning "wake up, look at what is really happening", is a must in any acquisition transaction.

Mergers and acquisitions are a regular feature of the commercial eco-system. They are often used as a tool for rescuing companies from financial distress building stronger businesses, or complying with regulatory recapitalization mandates.

In a typical acquisition agreement, as with most legal contracts, representations and warranties are made by the parties to give each other the confidence required to consummate the transaction.Due diligence, which requires information-gathering, usually about the target company, is mostly done by setting up a data room that will contain details and documents relevant to the target business. The purchasers will sift through the documents in addition to checking publicly available records about the target.

It is often assumed that when a thorough due diligence exercise has been conducted, the investor or purchaser become aware of every relevant piece of information about the target company and its business. This assumption is not correct because, more often than not, due diligence does not reveal all the details which may be of interest to the investor or purchaser.

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