How to Track a No Undisclosed Liabilities Rep

How to track a no undisclosed liabilities representation is a representation-content ledger from signing through bring-down and indemnity notices, not another 10b-5 catch-all or knowledge-qualifier tab. For each signed deal, log whether a no undisclosed liabilities (NUL) representation is present, whether it is GAAP-only or covers all liabilities, whether an ordinary-course carve-out runs from the latest balance sheet, whether a knowledge overlay sits inside the NUL, which schedule exceptions and other-rep carve-outs apply, how basket and cap treatment works, and status. Raziel's rule 10b-5 representation tracking page is the catch-all disclosure / 10b-5 phrasing. This page is the NUL representation itself.

This is not legal, tax, accounting, or investment advice. Raziel does not provide it. Copy the NUL sentence from the PDF. Do not invent a 2025 Study percentage for NUL presence, and do not paste the multi-study range onto a deal that lacks the rep.

What this no-undisclosed-liabilities ledger is (and is not)

A no undisclosed liabilities representation says the target has no liabilities except those on the balance sheet, in the schedules, in ordinary course since the balance-sheet date, or otherwise carved out. Goulston & Storrs, What's Market: No Undisclosed Liabilities Representations (May 27, 2024), reports that across the ten ABA studies, an NUL representation was included in 92% to 99% of reported transactions. Knowledge qualifiers inside NUL reps are very rare (less than 6%; 0% in the 2023 study). NUL reps are usually (approximately 60 to 80%) not qualified by GAAP; the seller-friendly GAAP-only version remains a minority. The 2023 study covered 108 deals valued $30M to $750M. Do not invent a 2025 Study percentage for NUL presence. Goulston's 2025 overview does not publish a new NUL percentage. Use the 92% to 99% range as the multi-study range and copy the PDF. Goulston's 2025 Study overview (May 6, 2026) reports 10b-5 reps at 5% (down from 67% in 2009), with full disclosure virtually never standalone. That is why this page is the operational catch-all that is still almost always on the paper, while the 10b-5 page tracks a rarer phrasing. Those are study snapshots. Your representations article controls.

This ledger is not rule-10b-5-representation tracking (catch-all disclosure / 10b-5 phrasing) and not knowledge-qualifier-tracking (constructive versus actual knowledge definitions). Knowledge overlays inside the NUL are rare; keep the general knowledge row separate. This row is the NUL text, its GAAP or all-liabilities scope, and its carve-outs.

Seven columns on one no-undisclosed-liabilities row

Open one row per signed deal. Attach the representations article, the latest balance sheet referenced, and the disclosure schedules that carve exceptions.

• Present or absent. NUL rep present, or absent. Goulston multi-study range: included in 92% to 99% of reported transactions across ten ABA studies. Do not invent a 2025-only percentage. Copy presence from your PDF.

• GAAP-only vs all liabilities. Goulston: NUL reps are usually (approximately 60 to 80%) not qualified by GAAP; the seller-friendly GAAP-only version remains a minority. Copy which version you have.

• Ordinary-course carve-out since latest balance sheet. Present or not, and which balance-sheet date. Copy the carve-out sentence and the date.

• Knowledge overlay. Goulston: knowledge qualifiers inside NUL reps are very rare (less than 6%; 0% in the 2023 study). Copy "none," "actual," or "constructive" only if the PDF says so. Do not invent a knowledge overlay.

• Schedule exceptions and other-rep carve-outs. List schedule references and any "except as disclosed in other reps" language. A long schedule is a different book than a clean NUL.

• Basket/cap treatment. Usually inside the general basket and cap. Copy any special treatment. Keep basket and cap dollars on those rows; this cell only notes whether NUL sits inside the general stack.

• Status. Copied, bring-down delivered, claim noticed, disputed, settled, or closed. When a claim cites the NUL, book the date and the schedule exception (if any) that was argued.

Copy the clause, not the study percentage

Do not paste 92% to 99% onto a deal with no NUL rep. Do not invent a 2025 Study percentage when Goulston's 2025 overview does not publish one for NUL presence. Do not paste "less than 6%" knowledge overlays onto a paper that has none. Do not fold this row into the 10b-5 representation page or the knowledge-qualifier page. The 10b-5 page tracks a rarer catch-all phrasing (Goulston 2025: 5%, down from 67% in 2009). Knowledge is the general definition. NUL is the operational liabilities catch-all that studies still show on almost every paper. Keep them separate so a claim notice maps to the right cell.

When a post-close liability surfaces, log whether the NUL was GAAP-only, whether ordinary-course since the balance-sheet date covers it, and which schedule exception (if any) was cited. That trail is what indemnity counsel will ask for first.

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 NUL, invent a 2025 percentage, invent a knowledge overlay, or treat the 10b-5 tab as if it answered the NUL question. Raziel's alternative asset dashboard is where the NUL text, the schedule exceptions, and any claim notice should sit together. Raziel does not decide your liabilities dispute. Copy the seven columns.