In M&A transactions, a disclosure letter sets out the exceptions and qualifications to the representations and warranties (R&Ws) given by a seller in a share sale and purchase agreement (SPA).

Getting it wrong can turn an unintentional misstatement into a breach of contract, with serious legal and financial consequences.

Should sellers handle the disclosure letters themselves or involve a lawyer?

To decide, consider the following:

Why sellers sometimes prepare it themselves:

·      Sellers know their business better than lawyers and are in the best position to identify which R&Ws need qualification.

·      Lawyers need to perform due diligence to prepare the disclosure letter, which adds to the legal costs.

Key takeaway: Even if lawyers are involved, sellers’ input is indispensable. Disclosure letters are fundamentally disclosure-based. Lawyers rely on sellers to provide the information that ensures all exceptions are properly set out.

I share insights like this to help clients and counsels navigate Malaysian M&A with clarity. If you’re preparing for a sale or acquisition, always happy to connect.

I share insights like this to hell clients and counsels navigate Malaysian M&A with clarity. If you’re preparing for a sale or acquisition, always happy to connect.

#MalaysianCorporateLawyer

This post was first posted on LinkedIn on 10 January 2026.