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Buying & Selling a Business

Does it matter who drafts the disclosure schedules, the buyer's lawyer or the seller's?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, quite a bit, even though the schedules are ultimately meant to reflect facts about the seller's business rather than being a negotiated position the way price is. In practice, the seller almost always prepares the first draft, since the seller has the actual information the schedules need to describe — but "who drafts first" still matters because the first draft inevitably reflects choices about scope, specificity, and framing that can favour whoever wrote it, even honestly and in good faith.

A seller's first draft can understate the significance of an item through vague language, or place something in a less scrutinized schedule than where a buyer would expect to find it. This is exactly why the buyer's side of the deal, usually through counsel, needs to review draft schedules actively rather than treating them as a formality to be accepted once the seller delivers them — asking pointed follow-up questions, requesting more specificity, and cross-checking schedule entries against what diligence has actually turned up.

Treating schedule review as a genuine, substantive exercise rather than a rubber stamp is exactly the kind of work a Treadstone business lawyer does on the buyer's side of a transaction.

Key takeaways

  • Sellers typically draft the first version of the schedules since they hold the underlying facts.
  • Who drafts first still matters, since framing and specificity choices can favour that party.
  • A buyer's side should actively review and question schedules rather than accept them as a formality.
  • Substantive schedule review, cross-checked against diligence findings, is core legal work on a purchase.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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