Information memorandum verification notes—private M&A
Information memorandum verification notes—private M&A

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Information memorandum verification notes—private M&A


for the information memorandum (the Information Memorandum) prepared by [insert name of the seller] (the Seller) with the assistance of [insert name of financial adviser] (the Financial Adviser) in connection with a possible disposal by the Seller of [insert description of the company or business and assets to be sold, eg ‘the entire issued share capital of XYZ Ltd’ or the business of XYZ Ltd’] (the Proposed Transaction).

These verification notes (the Notes) have been prepared by [insert details of seller's solicitors] for the purpose of assisting the directors of the Seller (Directors) and others concerned with the Information Memorandum and the Proposed Transaction to comply with their legal obligations. The Notes have been designed to record, as far as practicable, the steps which have been or are being taken to check the truth and accuracy of the factual information contained in the Information Memorandum, to record who has confirmed that particular statements of fact are correct and to check the accuracy of the facts upon which forecast, estimate or expressions of opinion in the Information Memorandum are based.

In addition, the Notes are intended to provide assistance towards ensuring that:

    1. 1

      no incorrect statement is made (for instance, because one or more persons concerned in the preparation of the Information Memorandum believes that some other person has checked that statement);

    1. 2

      no material information is omitted;

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