Disclosure Letter AFTER signing the SPA?

February 19, 2026

by a searcher from University of Oxford in Wellington, New Zealand

Hi everyone I'm in what seems like the final stretch of closing a deal that i've been working on for some time. We've spent almost two months negotiating a sale and purchase agreement (SPA) and now time if of the essence. The vendors want us to sign the SPA early next week and they produce a disclosure letter afterwards so that the SPA has a condition around me accepting their disclosure letter. I realize that most of the time a disclosure letter is produced and agreed at the same time as signing the SPA as the two items go side by side. My question is what are the material risks i'd be taking on in this change. Would you do it? thanks

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Reply by a professional
from American University in Irvine, CA, USA

Thanks for the tag ^redacted‌! I agree with the others who say that the request to hold off receiving a set of disclosures until after the Closing is unusual, however we have seen it happen, where there was a bona fide (usually economic or regulatory) reason to close by a certain date but there was simply not sufficient time to complete the schedules by that date. The risk, of course, is that when you do finally see the Disclosure Letter, you will be alerted to something which, had you known about it prior to Closing, would have caused you not to close or to modify the terms of the SPA in some respect. The better practice would be to complete the due diligence, including signing off on the Seller's disclosures, prior to Closing the transaction. If that truly is not possible or desirable, then make certain that your SPA has very clear timelines as to delivery of the Disclosures, penalties for the failure to timely deliver them, and a mechanism for unwinding the transaction in the event that the Disclosures reveal something adverse which you were not aware of when you closed. If there are certain things that are highly material for you, and which you would require to see in the Disclosure Letter as a condition to Closing (as, by way of example only, any disclosure about pending or threatened litigation, a shareholder dispute, an adverse regulatory proceeding, etc.), then you can provide in the SPA that the Disclosure Letter will not include any of those items, and if it does it will be a material breach of the Agreement. If you would like to speak further about this, feel free to DM me here and I would be happy to help.

Reply by an intermediary
from The University of Chicago in Chicago, IL, USA

Below is my comment after reading ^redacted‌ comment on what is disclosure letter. 1) In US we have "Disclosure Schedules" (DS) provided by seller. 2) Buyer provides SPA and then seller prepares DS as required per SPA. 3) If SPA is provided by buyer's attorney (which has been the case for me every time) then they are not signed by buyer. Otherwise, seller may ask buyer to sign before seller spends time/money on DS. My recommendation in this situation, if the seller continues to insist on signed SPA, is that the buyer add "subject to satisfactory review of DS" in conditions to closing.

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