This article is the sequel to the author’s previous article entitled Merger Agreements are Too Long.

In public company M&A deals, the target’s disclosure schedules typically consist of lists of facts about the target and its businesses.  Most of the listed items are either exceptions to detailed representations and warranties (the “reps”) or information specifically required by the reps to be listed out.  For example, disclosure schedules might include lists of all of the target’s registered trademarks or descriptions of all of the target’s pending litigation matters.  The resulting schedules can be hundreds of pages long and add little value from a risk allocation perspective for either buyers or targets.  Dealmakers should eliminate this burdensome “tree-killer” from the public company M&A playbook.

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