How to Track a Double Materiality Scrape

How to track a double materiality scrape is a scrape-scope ledger from signing through bring-down and indemnity determination, not another general materiality-scrape tab. For each signed deal, log whether a materiality scrape is present or silent, whether the scrape is single or double, what it scrapes (indemnity determination, bring-down, or both), whether representation and warranty insurance (RWI) is referenced, how it interacts with any knowledge qualifier, and status. Raziel's materiality scrape tracking page is scrape generally (single vs double). This page is whether the scrape is single or double, and the RWI correlation.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the scrape sentence from the PDF. Do not treat the 87% scrape-present print as the double-scrape print, and do not invent a scrape onto a silent deal.

What this ledger is (and is not)

A materiality scrape disregards materiality (and often Material Adverse Effect) qualifiers inside representations when measuring a breach for indemnity, bring-down, or both. A double materiality scrape typically scrapes for both indemnity determination and bring-down (or an equivalent pair), while a single scrape covers one path. Goulston & Storrs, 2025 ABA Private Target M&A Deal Points Study: What's Market? (May 6, 2026), reports a materiality scrape in 87% of deals (14% in 2005; 70% in 2015; peak 93% in 2019; slight decrease in the two prior studies, then 87%). That is scrape-present, not double versus single. Pointer to the sibling page for the general scrape row. K&L Gates (December 19, 2025) reports that double materiality scrapes increased from 69% in the prior study to 82%, appearing related to the increase in RWI. RWI was 63% (versus 55% in 2023). The sample is 139 deals, $25M to $900M, majority under $200M, 42 simultaneous / 97 deferred. Keep both labeled: 87% is scrape present (Goulston); 82% is double scrape (K&L Gates). Do not treat 87% as the double-scrape print. Constructive knowledge at 90% belongs on the knowledge-qualifier page (pointer only). Those are study snapshots. Your scrape clause controls.

This ledger is not materiality-scrape-tracking generally (the sibling row for scrape presence and basic single-versus-double framing), not knowledge-qualifier-tracking (constructive versus actual knowledge), and not representation-warranty-insurance-tracking (the RWI policy row). RWI correlation here is a yes/no pointer, not a rewrite of the RWI page.

Seven columns on one row

Open one row per signed deal. Attach the indemnification article, the bring-down condition, any RWI binder reference, and a pointer to the general scrape and knowledge rows.

• Scrape present or silent. Materiality scrape present, or silent. Goulston 2025: scrape in 87% (14% in 2005; 70% in 2015; peak 93% in 2019; then 87%). That is scrape-present, not double versus single. Pointer to the sibling for the general scrape row. Do not paste 87% onto a silent deal.

• Single vs double. K&L Gates (Dec 19, 2025): double materiality scrapes increased from 69% in the prior study to 82%. Mark single, double, or silent. Keep 82% labeled as the double-scrape print. Do not treat 87% as the double print.

• What it scrapes. Indemnity determination, bring-down, or both (or another pair named in the PDF). Copy the scope sentence. A bring-down-only scrape is a different book than an indemnity-and-bring-down double scrape.

• RWI referenced yes/no. K&L Gates: double scrapes appear related to the increase in RWI; RWI 63% (versus 55% in 2023). Copy whether the paper or binder references RWI. Pointer only to the RWI tracking page for policy detail.

• Interaction with knowledge qualifier. Pointer only. Constructive knowledge at 90% is the knowledge-qualifier page. Do not rewrite knowledge definitions here. Note only whether the scrape also scrapes knowledge overlays, if the PDF says so.

• MAE / materiality words scraped. Copy which qualifiers the scrape reaches ("material," "Material Adverse Effect," both, or a named list). Do not invent a default list.

• Status. Copied, bring-down delivered, indemnity noticed, scrape invoked, disputed, settled, or closed. When a claim or bring-down fight cites the scrape, book the date and whether it was treated as single or double.

Copy the clause, not the study percentage

Do not paste 87% (Goulston scrape-present) onto a deal as if it were the double-scrape print. Do not paste 82% (K&L Gates double scrape) onto a single-scrape or silent paper. Keep both labeled. Do not fold this row into materiality-scrape-tracking generally, knowledge-qualifier-tracking, or representation-warranty-insurance-tracking. The sibling page covers scrape generally. Knowledge is the 90% constructive-knowledge definition (pointer only). RWI is the policy row (63% versus 55% is context for correlation, not a rewrite). This page is single versus double, what is scraped, and whether RWI is referenced.

When a bring-down or indemnity fight turns on materiality, log whether the PDF scrapes for one path or both, and whether RWI sits beside the scrape. That trail is what deal counsel will ask for before any scrape argument.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent a double scrape, treat 87% as the double print, invent an RWI reference, or treat the general scrape tab as if it answered the single-versus-double question. Raziel's alternative asset dashboard is where the scrape sentence, the single-versus-double election, and any claim or bring-down note should sit together. Raziel does not decide your scrape fight. Copy the seven columns.