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Buying & Selling a Business

What happens if new information comes out between signing and closing that wasn't disclosed?

TSL Written by the Treadstone Law team· Updated August 2026

What happens depends on what the information actually reveals and how the agreement handles the gap between signing and closing. Most purchase agreements require the seller to operate the business in the ordinary course during this period, and often require prompt disclosure of anything that would make an existing representation inaccurate or that constitutes a material adverse change — so genuinely new, significant information is often supposed to be raised proactively rather than simply discovered by the buyer independently.

If the new information reveals something serious enough, it may trigger a closing condition (like the "no material adverse change" or "representations remain true" condition), giving the buyer a right to walk away, seek a price adjustment, or negotiate a resolution before proceeding. If it's more modest, it may simply become a disclosed exception addressed through the schedule-update process, without derailing the deal itself.

Because how "new information" gets characterized — minor update versus deal-threatening problem — genuinely matters to what happens next, and because acting quickly (or too slowly) affects your rights, get a Treadstone business lawyer involved as soon as something new surfaces, rather than waiting to see if it resolves itself before closing.

Key takeaways

  • Sellers are typically required to disclose significant new information proactively before closing.
  • Serious new information can trigger a MAC or bring-down closing condition, giving the buyer real options.
  • More modest new information may simply flow through the ordinary schedule-update process instead.
  • Act quickly once something new surfaces, since timing can affect what rights are still available.
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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