The document basis must become traceable first.
Create a version list with recipients, date, material, assumptions and approval status.
Transaction
Information memorandum in a business sale
Teaser, information memorandum, management presentation and forecasts must be aligned with disclosure, liability and non-reliance.
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8 July 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
The information memorandum is more than an attractive sale document. It summarises business model, figures, market, customers, management, opportunities and risks. Buyers use it for their first valuation and to decide whether to submit an offer.
Forecasts, normalisations, market assumptions and selective statements are legally sensitive. Sellers want to create interest. At the same time, sale materials should not become liability traps if statements are later treated differently in the SPA, warranties or disclosure letter.
This article complements our notes on data room and deal readiness, vendor due diligence and disclosure letter.
Classify sale materials
Are IM and forecasts liability-aware?
Answer two questions on versioning and liability control.
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Are teaser, information memorandum and management presentation versioned?
Without versioning, it is unclear later which statement went to which buyer.
All paths at a glance
Overview of all answers.
The sale materials are prepared under control.
Keep forecasts, disclaimers, disclosure and SPA warranties aligned throughout the process.
Forecasts and liability notices need more precision.
Review assumptions, management statements, normalisations, non-reliance clauses and disclosure before the next release.
What belongs in teaser and information memorandum
What belongs in teaser and information memorandum
The teaser contains only a condensed often anonymised first description. The information memorandum goes deeper and describes business model, customer structure, financials, management, market, risks and transaction logic. It should create interest without unverified promises.
Forecasts, business plan and management presentation
Forecasts, business plan and management presentation
Forecasts are sensitive. They are based on assumptions and are not guaranteed results. Still, they influence buyer decisions. Assumptions, cut-off dates, data sources and sensitivities should therefore be clear.
Liability, disclaimers and non-reliance
Liability, disclaimers and non-reliance
Disclaimers and non-reliance clauses can help, but they do not replace clean disclosure. The decisive point is how sale materials, data room, disclosure letter and warranty catalogue work together.
Document check
Align sale materials and SPA
This overview shows which documents should remain consistent.
| Point | Why it matters | Contract consequence |
|---|---|---|
| Versioning Versioning | Every statement needs date and recipient. | Maintain a list with approval status. |
| Forecasts Forecasts | Business plans depend on assumptions. | Document data source, assumptions and sensitivity. |
| Liability Liability | Disclaimer alone is not enough. | Align IM, disclosure letter and SPA. |
The effect of liability limitations and non-reliance depends on the specific agreement.
Practice note: A good information memorandum does not sell through exaggeration. It builds trust because figures, assumptions and risks remain traceable later in the data room.
FAQ
Information memorandum in a business sale.
Is an information memorandum legally binding? +
It is usually not the purchase agreement. Statements in the information memorandum can still matter for reliance, negotiations, warranties and liability. Content, assumptions and recipients should therefore be documented.
What does non-reliance mean in M&A? +
Non-reliance means that the buyer should contractually rely only on certain agreed information. Its effect depends on contract drafting, disclosure and the individual case.
How should forecasts be presented in a sale process? +
Forecasts should show assumptions, cut-off date, data source and sensitivities. They should not be drafted as certain results.
Further reading
Further topics on sale materials
Topics
Information memorandumBusiness saleForecastsNon-reliance
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