How to Track a When-Made Bring-Down

How to track a when-made bring-down is a closing-condition accuracy-clock ledger from signing through close or walk, not a post-close survival tab and not the MAE definition. For each signed deal, log whether the target representations must be accurate when made and at closing or at closing only, whether the paper is silent, which accuracy standard (MAE, in all material respects, or other) sits on that clock, whether a closing-condition materiality scrape applies, whether the deal is simultaneous or deferred, how the row overlaps with survival-period-tracking, and status. Raziel's survival period tracking page is the post-close indemnity clock. This page is the when-made bring-down.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the accuracy-of-representations closing condition from the PDF. Do not invent a 2025 Study percentage for when-made versus closing-only when the free Goulston 2025 overview and the Business Law Today December 2025 announcement do not publish one, and do not paste 66% onto a simultaneous sign-and-close deal that never ran a deferred bring-down.

What this ledger is (and is not)

A when-made bring-down is the closing condition that says when the target's representations must be accurate: at signing and at closing (when made), or at closing only. Fasken, What's Market In Private M&A? (Mondaq, March 5, 2024; same text on Lexology), recapping the ABA 2023 Private Target M&A Deal Points Study (US deals), reports a sample of 108 deals signed and/or closed in 2022 and Q1 2023, purchase prices $30M to $750M. "Regarding when the target's representations must be accurate, i.e., whether at both signing and closing or at closing only, the Study marked a strong reversion to pre-pandemic ratios. Specifically, whereas in the 2020-21 study 'at signing and closing' held only a moderate lead over 'at closing only', the Study saw a reversion to a heavier weighting toward 'at signing and closing' (66%) than 'at closing only' (33%)." Reuters Practical Law The Journal, M&A Market Trends in Focus (2024), June 13, 2024 (Lisa Hedrick), reports a meaningful jump (up 12% compared to the 2021 Study) in deals requiring accuracy at both signing and closing. Hedrick does not print the 2021 base percentage. Do not invent one from the 12% jump. Miller Thomson, Oh, Canada! What's Market In Private M&A? (Mondaq, March 3, 2025), recapping the ABA Canadian Private Target M&A Deal Points Study (83 agreements, 2020-2022 Canadian private targets), reports when-made at 51%, and that US practice since 2013 has consistently seen over 60% including when-made. Keep 51% labeled Canadian. Do not paste 51% onto a US deal, and do not paste 66% onto a Canadian deal. Goulston's 2025 overview (May 6, 2026) and the Business Law Today / K&L Gates announcement (December 16, 2025) do not publish a 2025 when-made versus closing-only percentage. Do not invent one. The ABA 2025 US sample frame (K&L / BLT) is 139 agreements, $25M to $900M, 42 simultaneous / 97 deferred. Those are study snapshots. Your closing-conditions article controls.

This ledger is not survival-period-tracking (the post-close indemnity clock), not mae-definition-tracking (how MAE is defined), and not closing-condition-materiality-scrape-tracking (whether materiality qualifiers are scraped for the bring-down). A simultaneous sign-and-close deal has no interim bring-down to book. Copy that as simultaneous, not as a silent when-made clause.

Seven columns on one row

Open one row per signed deal. Attach the closing-conditions article, the representations article, and pointers to survival-period and the closing-condition scrape row.

• Present or silent. When-made (signing and closing) present, closing-only present, or silent. Fasken recapping ABA 2023 (US): 66% at signing and closing, 33% at closing only. Hedrick: up 12% versus the 2021 Study (no 2021 base printed). Do not invent a 2025 Study percentage. Goulston May 6, 2026 and BLT December 2025 do not publish one. Copy the clock from your PDF.

• When-made vs closing-only copied. Copy the exact verbs. When made and at closing is a different book than closing only. Do not paste 66% onto a closing-only paper, and do not paste 33% onto a when-made paper.

• Accuracy standard on that clock. Copy whether the bring-down is MAE-qualified, in all material respects, or another standard. Fasken 2023 recap discusses the MAE versus in-all-material-respects fight and does not print a 2023 percentage for that limb. Do not invent one. Copy the PDF standard.

• Closing-condition scrape pointer. Pointer only. Mark whether a materiality scrape applies to this bring-down. Keep scrape mechanics on the closing-condition materiality-scrape row. Do not paste 90% (closing-condition scrape) or 87% (indemnity scrape) onto this clock row.

• Simultaneous vs deferred. 2023 sample: 26 simultaneous / 82 deferred. 2025 sample: 42 simultaneous / 97 deferred. A simultaneous deal has no deferred bring-down. Copy simultaneous, deferred, or unknown. Do not paste 66% onto a same-day close.

• Overlap pointer to survival-period-tracking. Pointer only. Survival is how long the reps last after close. This row is when they must be true to close. Do not rewrite the survival page.

• Status. Copied, bring-down delivered, waived, closed, or walked. When a walk cites this condition, book the date and whether the argument was when-made, closing-only, or the accuracy standard.

Copy the clause, not the study percentage

Do not paste 66% onto a closing-only paper, a silent clock, or a simultaneous sign-and-close. Do not invent a 2025 ABA Study percentage when Goulston's 2025 overview and the BLT December 2025 announcement do not publish one for when-made versus closing-only. Do not invent a 2021 base from Hedrick's 12% jump. Do not paste Canadian 51% onto a US deal, and do not paste 66% onto a Canadian deal. Do not fold this row into survival-period-tracking, mae-definition-tracking, or the closing-condition scrape row. Survival is the post-close clock. MAE definition is the defined term. The scrape row is whether materiality is disregarded for the bring-down. This row is when the representations must be accurate.

When a deferred close approaches, log whether the PDF used when-made or closing-only, which accuracy standard sat on that clock, and whether a scrape applied. That trail is what walk-or-close 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 when-made clock, invent a 2025 Study percentage, paste 66% onto a simultaneous deal, or treat the survival tab as if it answered the bring-down question. Raziel's alternative asset dashboard is where the accuracy-of-reps sentence, the simultaneous-versus-deferred flag, and any walk notice should sit together. Raziel does not decide your closing-condition dispute. Copy the seven columns.