The Equity Financing and Bridge Note workflows allow the user to create a Disclosure Schedule for the Stock Purchase Agreement and Note Purchase Agreement, respectively. These documents go hand-in-hand and are read together. The Disclosure Schedule allows the company to represent what it knows to be true about the company, and identify areas where those representations need qualifications and exclusions.
You can read more about what Disclosure Schedules and Representations and Warranties are in our extensive blog post here.
Frequently Asked Questions:
How do I write disclosures?
When you get to the "Prepare Disclosure Schedule" screen in the workflow, click on the name of the section you'd like to provide disclosures for. This will allow you to describe any exceptions to the applicable representation and attach supporting documents (if necessary). To view the representations of a given section, click the "View Representations" button next to the section.
What if I'm not sure what to write in my Disclosure Schedule?
Your lawyer can guide you as to what information should be included in your Disclosure Schedule, and how that information should be presented. If you haven't already, we recommend reviewing the entire representations and warranties section of your purchase agreement with your attorney.
What's the difference between the Disclosure Schedule and the Representations and Warranties?
The primary purpose of the company's representations is to create a mechanism to help ensure full disclosure about the company's organization, financial condition, and business to the investors. The company lists any deviations from the representations in the disclosure schedule.
Below is an example of what the disclosure schedule screen looks like in the Equity Financing workflow:
Here's what an individual section looks like when you expand the entry to provide information:
Here is a view after the user has clicked a "View Representations" button:
Fidelity does not provide legal or tax advice.
Screenshots are for illustrative purposes only.
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