This Practice Note is part of Share purchase transaction collection. For related materials, see: Disclosure letter—private M&A—share purchase, Share purchase agreement—pro-seller—corporate seller—conditional—long form, Due diligence and disclosure phase in share purchase transactions—Timing, Due diligence—share and asset purchases, Legal due diligence report—private M&A—share purchase and Issues arising where there is split exchange and completion—share and asset purchases. The disclosure process involves the preparation of the disclosure letter by the seller, which will be finalised and signed at exchange or, where exchange and completion are simultaneous, at completion. Where warranties are repeated or brought down at completion, the disclosure letter should be reviewed again and, if agreed, supplemented immediately before completion. The disclosure letter serves a separate purpose to due diligence, even though both involve providing information concerning the target to the buyer. It allows the seller to qualify the warranties set out in the warranties schedule of the share purchase agreement and thereby limit its potential liability under them. If, following a buyer's claim for breach of warranty, a matter can be shown to have

This Practice Note focuses on the disclosure requirements applicable on and from 6 April 2014 to occupational and personal pension schemes under the Occupational and Personal Pension Schemes (Disclosure of Information) Regulations 2013, SI 2013/2734 (the 2013 Disclosure Regulations). For information on the disclosure requirements applicable outside of the 2013 Disclosure Regulations, see Practice Note: Event-specific disclosure requirements for occupational and personal pension schemes. For information on the disclosure requirements that were applicable before 6 April 2014 to occupational and personal pension schemes, see Practice Notes: Occupational pension schemes—disclosure requirements before 6 April 2014 (ARCHIVED) and Personal pension schemes—disclosure requirements before 6 April 2014 [Archived]. In this Practice Note, any reference to 'trustees' includes, in the context of a contract-based scheme, the managers of the scheme. Introduction of new disclosure regime from 6 April 2014 The 2013 Disclosure Regulations came into force on 6 April 2014 and consolidate the disclosure requirements previously contained in: • the Occupational Pension Schemes (Disclosure of Information) Regulations 1996, SI 1996/1655—repealed, and • the Personal Pension

This Practice Note looks at the use of artificial intelligence (AI) and allied tools in preparing to give disclosure to opposing parties. It does not distinguish between disclosure given under the disclosure scheme in operation in the Business and Property Courts or under Part 31 of the Civil Procedure Rules. The emphasis is on saving costs and time without affecting the reliability of the disclosure given. Why AI works in disclosure The use of artificial intelligence and allied tools can be effective in disclosure exercises because disclosure is often a predictable exercise. Similar types of cases produce disclosure of similar types of documents relating to the differing issues in dispute in the particular case. Of course, there will be case-related variations. That does not limit the role of AI tools. AI tools can be attractive to legal advisers carrying out disclosure exercises because they save human time, therefore reducing cost, yet leave an audit trail with which to demonstrate the reliability of the process if the disclosure given is challenged. The extent of

The 'disclosure rules' under the Financial Services and Markets Act 2000 denote the rules that require certain persons to publish certain inside information related to particular financial instrument and on failure to publish such information the competent authority may, in accordance with disclosure rules, suspend trading in the financial instrument in question.

This Checklist summarises the principal time limits and procedural requirements which apply to disclosure in criminal proceedings in England and Wales in accordance with the Criminal Procedure and Investigations Act 1996 (CPIA 1996), the Criminal Procedure and Investigations Act 1996 (Defence Disclosure Time Limits) Regulations 2011, SI 2011/209 and the Criminal Procedure Rules 2025 (CrimPR 2025), SI 2025/909. It should be read in conjunction with Practice Notes: Disclosure in the magistrates’ court and The service of prosecution evidence in Crown Court proceedings. Initial details of the prosecution case • Have the prosecution served the initial details of the prosecution case (IDPC)?: ◦ This must be provided as soon as practicable and, in any event, no later than the beginning of the day of the first hearing. ◦ Where the IDPC has not been provided in advance of the hearing, the court must allow the defendant sufficient time to consider it. • If the prosecution serves a disclosure management document (DMD), as soon as reasonably practicable after service the defence must make such observations on the prosecutor's

This Practice Note provides an introduction to disclosure under the Civil Procedure Rules (CPR), setting out the main CPR provisions governing the disclosure process under CPR 31. It considers the meaning under the CPR of a document and provides practical tips on conducting a disclosure exercise. Note: this Practice Note does not intend to cover the claims that are subject to the Disclosure Scheme in the Business and Property Courts. For further guidance on the Disclosure Scheme, see: Disclosure Scheme (Business & Property Courts)—overview. For guidance on which disclosure rules apply to your claim, see: Which disclosure rules apply to my claim—flowchart? This Practice Note should be read in conjunction with: • Disclosure—overview • Inspection—overview, and • Privilege and without prejudice communications—overview At a pre-action stage, you also need to be aware that some of the pre-action protocols set out requirements for disclosure before proceedings have started. For further guidance, see: Pre-action disclosure and Norwich Pharmacal—overview. CPR provisions governing the disclosure process The CPR and case

This Checklist identifies some aspects of CPR 31 to consider before proceedings have started such as the extent of a party’s likely disclosure obligations and data protection considerations. It provides guidance as to how practitioners should conduct and manage the disclosure exercise effectively. • This Checklist is intended to provide a starting point for considering disclosure issues before proceedings have been issued. • The timing of various actions below are only suggestions. It may be sensible to consider our other disclosure content and checklists with regard to the particular circumstances of your case. • This Checklist does not refer to a party’s disclosure obligations for a claim proceeding in the Business and Property Courts and subject to the special disclosure scheme in use in such courts—for general guidance on the disclosure scheme, see: Disclosure Scheme (Business & Property Courts)—overview. This Checklist provides guidance on the interpretation and application of the relevant provisions of the court rules. Depending on the court in which your matter is proceeding, you may also need to consider other provisions—see: Court

Dispute Resolution analysis: The Court of Appeal has clarified the proper approach to extended disclosure applications under CPR Practice Direction 57AD, holding that judges must not pre-determine contested legal issues when assessing relevance. In allowing AmTrust’s appeal, the court confirmed that pre-contractual communications may be disclosable where incorporation or construction of insurance policies remains disputed, even where formal policy documents appear comprehensive. The decision provides important guidance on the disclosure scheme’s application in complex insurance disputes, particularly those involving professional indemnity coverage, ATE insurance, and claims under the Third Parties (Rights Against Insurers) Act 2010 (TP(RAI)A 2010). The judgment emphasises that CPR PD 57AD’s proportionality objectives cannot justify filtering disclosure through premature legal assessments, ensuring parties have access to potentially relevant material for trial. Written by Ben Amoah, Dispute Resolution knowledge lawyer at Farrer and Co LLP.

Private prosecutor’s role as a ‘Minister of Justice’ A private prosecutor and those conducting proceedings on their behalf are required to act as ‘Ministers of Justice.’ However, in addition, a private prosecutor may fulfil the following roles within a case: • complainant • witness • investigator • disclosure officer Plainly, there is a potential for conflict between these various roles and this may undermine the private prosecutor’s ability to act as a ‘Minister of Justice’. Therefore, whenever these roles, or any combination of them, are (perhaps unavoidably) vested in a single individual or entity, that potential conflict must be acknowledged and managed to avoid unfairness to the defendant. Those acting on both sides must be alert to this issue. Partly as a consequence of these issues, it is not uncommon for challenges to be made to the issue of the summons or to the continuation of the proceedings. See Practice Note: Challenging private prosecutions.

This Practice Note explains in outline the nature of a specific disclosure application and identifies particular issues which arise depending on the court in which the matter is proceeding and the track to which the claim has been allocated. This Practice Note should be read in conjunction with Practice Notes: • Specific disclosure—making an application, and • Specific disclosure—the courts' approach Those two Practice Notes contain details about the procedure for making and discussion of case law on specific disclosure applications. For general guidance on inspection, see: Specific disclosure and specific inspection—overview. Note: for a claim subject to the disclosure scheme in the Business and Property Courts, see: Disclosure Scheme (Business & Property Courts)—overview and Practice Notes: Disclosure Scheme—Initial Disclosure and Disclosure Scheme—varying Extended Disclosure and disclosure of specific documents. What is specific disclosure? The overriding objective of the Civil Procedure Rules (CPR) is to enable the court to deal with cases justly and at proportionate cost. Parties are required to help the court to further the overriding objective (see CPR 1.1–CPR 1.3). Dealing with a

ARCHIVED: This Practice Note looks at the Jackson Reforms to CPR 31.5 on disclosure which came into force on 1 April 2013. The reforms set out to encourage the parties and the court to consider and determine, at an early stage, the most appropriate disclosure exercise for their case. Note: this Practice Note only gives guidance on the provisions implemented in April 2013. It does not provide guidance on any subsequent procedural amendments (whether to the CPR or any other procedural rules). Neither does it provide guidance on the implementation or interpretation of the April 2013 (or any subsequent) procedural updates. For guidance on the Jackson Reforms one-year on and on subsequent CPR updates, see Practice Note: Jackson Reforms—one year on [Archived] and CPR updates—overview respectively. For information on disclosure post April 2013, see • Practice Note: Disclosure in multi-track cases. This covers the steps the parties need to take before the first CMC • Practice Note: Disclosure in multi-track cases. This covers the disclosure orders the court can make and the disclosure directions it can give

This Practice Note sets out what you need to do in relation to collecting documents, including processes which should be put in place with a client to assist in the collection. It does not cover the provisions of the disclosure scheme in the Business and Property Courts. For guidance on such cases, see: Disclosure Scheme (Business & Property Courts)—overview. What you should already have achieved By the time you reach the disclosure process, you should have: • started planning disclosure—the benefit of doing this is to allow proper collation and review of all the information available. It should also ensure that you will have sufficient time available if you need to find a solution or agree a strategy in relation to a category of electronic documents you think will be difficult • obtained a good understanding of where and how your client stores its documents, including electronically stored information. See Practice Note: Disclosure—identifying documents. This can be done by use of the electronic documents questionnaire (EDQ) which can operate as a useful checklist, enabling you to make a proposal for