Curran Dutta

Incorporating a company is fast and inexpensive. You can do it online in an afternoon. That is exactly why so many business owners assume the job is done once the certificate of incorporation comes back. It is not.

Post-closing disputes in M&A often start the same way. Something surfaces, a claim is threatened, and the seller's first response is that the buyer had all of the information. It was in the data room.

Due diligence and Disclosure Schedules are connected, but they are not interchangeable. One is investigative. The other is contractual. Treating them as the same exercise, or leaving the schedules to reflect diligence findings on their own, is where deals create problems they did not need to have.