Diligence vs Disclosure in M&A
There is often confusion between the functions of “diligence” and “disclosure” in a mergers and acquisitions transaction. Diligence and disclosure have a lot of conceptual and substantive crossover, but serve very different roles in a transaction, and both deserve the full attention of parties and counsel. In fact, disclosure (on the behalf of a seller), and understanding the seller’s disclosures (on the behalf of a buyer) are arguably one of the most important parts of any M&A transaction.