Table of Contents
What actually changed
<p data-field="article-p1">The amendments require acquirers meeting the reporting threshold to file a disclosure statement within fifteen business days of signing, rather than at closing as under prior guidance. This shifts diligence pressure earlier in the process and narrows the window for post-signing adjustments to representations and warranties.</p><p data-field="article-p2">In practice, we are advising clients to complete substantially all confirmatory diligence before signing rather than after, a reversal of the sequencing many private-equity sponsors have relied on for a decade.</p><blockquote data-field="article-quote">"The fifteen-day window doesn't sound aggressive until you've tried to finalize a working capital schedule across three subsidiaries in that time."</blockquote>
Three changes to your deal process
<ul>
<li data-field="article-li1">Move confirmatory diligence ahead of signing wherever the counterparty will allow it</li>
<li data-field="article-li2">Build the fifteen-day disclosure clock explicitly into the transaction timeline and closing checklist</li>
<li data-field="article-li3">Revisit indemnification baskets, which now need to account for a shorter true-up period</li>
</ul><figure data-field="article-figure">
<img src="https://images.unsplash.com/photo-1521791136064-7986c2920216?w=900&q=80" data-field="article-figure-image" alt="Deal review meeting">
<figcaption data-field="article-figure-caption">Deal teams are moving diligence earlier to accommodate the new disclosure clock.</figcaption>
</figure>
Where this leaves smaller deals
<p data-field="article-p3">Transactions below the reporting threshold are unaffected for now, though the Commission has signaled the threshold will be reviewed again in eighteen months. Sponsors running programmatic add-on strategies should assume incremental deals may eventually be swept in and plan documentation practices accordingly.</p><p data-field="article-p4">We're advising clients not to over-correct. The amendments are a timing and disclosure change, not a substantive rewrite of deal terms — the fundamentals of a well-negotiated purchase agreement haven't moved.</p>
