This article explores a critical legal risk in M&A transactions: the “Stale Schedule” problem. Using the 2021 case WPP Group USA, Inc. v. RB/TDM Invs., LLC, it explains how deal delays can turn accurate financial projections into a breach of…
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The “Stale Schedule” Risk: When a Delayed Closing Turns Honest Numbers into a Lawsuit
Posted in disclosure schedule, Problems with seller's projections Tagged with: bring-down provision, deal slippage, delayed closing risk, disclosure schedule updates, financial projections in M&A, gap period liability, lower middle market M&A, M&A breach of contract, M&A legal best practices, M&A litigation, New York Supreme Court M&A cases, pre-closing risk management, private equity sellers, representations and warranties, Seller liability, simultaneous sign and close, speaking date provision, stale disclosure schedules, strategic buyer disputes, WPP Group USA v RB/TDM Investors
Recent Posts
- The “Stale Schedule” Risk: When a Delayed Closing Turns Honest Numbers into a Lawsuit
- Winning the Contract Argument but Losing the War: Why M&A Sellers Must Disclose Customer Losses Even When Not Technically Required
- When “Telling the Truth” Destroys Your Reputation: The “Safe Harbor” Fix Every Business Seller Needs
- The “Cash Hostage” Squeeze: The Strategic Pivot to a Restricted Setoff
- The “Freight-In” Blind Spot: You Can’t Fix What You Don’t Diagnose
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- reasonably equivalent value
- receipt of buyer equity – seller protections
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- receivables
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- scope
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- valuation
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- Withholding Post-closing payments
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