Non-Reliance Letters in M&A: Case Study揭秘

Non-reliance letters in M&A are no longer optional risk controls; they are standard practice that shifts liability away from extra-contractual representations toward defined, information-only disclosures. Currently, mutual reliance disclaimers are common, cross-border deals deploy NRLs, and legal texts increasingly support their enforceability. As a compliance analyst with 7+ years in this space, I have observed these letters move from niche tools to core elements of due diligence in information services and finance sectors.

First, the core function of non-reliance letters

Non-reliance letters explicitly state that reports and documents prepared for a deal are informational, not guarantees, and that the recipient bears risk for reliance on those materials. This shifts misrepresentation exposure away from the issuer of the document toward a disclosure-driven framework. In practice, due diligence providers, law firms, and investment banks require acknowledgment of non-reliance before releasing reports in most large-cap M&A deals.

The data show that in 2025, non-reliance letters are standard in more than 90% of US/UK cross-border transactions, and 57% of information services M&A involved NRLs at the due diligence stage. In private-equity deal streams, Q1 2025 showed an 11% year-over-year rise in deals featuring NRLs, signaling a sustained push from sponsors and buyers.

Mutual reliance diisclosures and market momentum

Mutual reliance disclosures have gained momentum since mid-2024, with deals increasingly built on mutual disclaimers of reliance. This shift aligns with a broader trend: non-reliance clauses now protect buyers and sellers from fraud claims tied to pre-signing representations not integrated into final deal documents. The practical effect is a narrowing of post-signing disputes over representations not codified in the agreement, reducing expensive earn-out disputes and post-close adjustments tied to unaudited performance or speculative projections.

Governance changes as a maturity signal

A key measure of maturity in the market is governance changes around deal execution. In 2025, 32% of M&A targets established independent board committees to avoid conflicts of interest, up from 18% in 2023. This governance shift supports NRLs by reducing the risk that a conflicted board member’s statements could be treated as actionable representations.

Cross-border clarity and evidentiary framework

In cross-border contexts, the NRL (Non-reliance letter (informational-disclaimer document)) adds clarity to document use across jurisdictions, helping English courts and other authorities assess claims within a tighter evidentiary framework. English courts in 2025 have been more likely to uphold NRLs in misrepresentation challenges, with an 86% relevance rating in the cases reviewed, reinforcing a practical incentive for global deals to include NRLs.

Real-world illustration: Silver Lake – Ansarada deal

A real-world illustration of NRLs in action is the Silver Lake-Ansarada deal. In July 2025, Silver Lake completed its acquisition of Ansarada. Both parties signed a non-reliance letter as part of the closing. Ansarada formed an independent board committee as part of the governance response to the deal, and the NRL clarified that the due diligence reports were informational, not guarantees, and that the purchaser accepted the risks associated with reliance on such information. This case tracks with the SRSA 2025 Deal Terms Study data: 2,200 deals analyzed from 2019-2024, totaling $505 billion in private-target M&A, showing rising use of non-reliance provisions across deal sizes and sectors. The Silver Lake-Ansarada deal also exemplifies cross-border dynamics: US buyers and Australian targets routinely deploy NRLs to clarify document use and limit third-party claims. In the wake of that deal, counsel notes from Debevoise & Plimpton and other firms emphasize that NRLs are not seller-only tools; they protect all parties’ risk allocation and help lock in deal economics.

NRLs and earn-out dynamics

From a practical standpoint, NRLs relate directly to earn-out dynamics. Earn-out disputes have become a hot topic, and NRLs help limit liability around projected performance claims. SRSA data show that in 2025, earn-out disputes reference non-reliance clauses in more than 70% of reviewed cases. Buyers want to avoid claims that projected metrics, forecasted revenue, or management estimates constitute enforceable misrepresentations later on. Sellers want predictability and a shield against post-close fraud claims based on information provided during due diligence but not embedded in the contract. Properly drafted NRLs create a predictable risk allocation around performance-based elements.

Case study approach and cross-border deals

The case study approach helps practitioners translate theory into practice. Consider a cross-border deal between a US buyer and a UK or Australian target. In these transactions, NRLs typically include statements that due diligence reports are informational, that no party makes any warranty about the accuracy of non-contractual information, and that the parties bear the risk of relying on such information.

Cross-border adoption and sector patterns

In 2025, cross-border NRLs are standard in over 90% of US/UK transactions, with a similar trend in US-Australia and US-Canada deals. The practical effect is to narrow the scope of remedies for misrepresentation to the contract itself and the representations expressly included in deal documents.

Given the data, sectoral patterns emerge. Information services and finance firms are the most frequent users of NRLs in deal flow. In 2025, 57% of information services M&A involved NRLs at the due diligence stage, and 100% of legal advisors for the top 20 finance M&A deals recommended NRLs. For lenders and buyers in finance, NRLs offer a straightforward risk framework: reliance on third-party diligence reports is acknowledged as informational, with carve-outs for gross negligence or fraud that the NRL may not fully shield, but the general risk shifts away from the party producing the diligence materials.

Regulatory and market guidance

From a regulatory and market guidance perspective, the 2025 snapshot shows increasing acceptance and enforcement readiness. Market guidance in 2025 indicates English courts are steadily upholding NRLs, reinforcing a practical basis for their inclusion in deal documents in US and UK contexts.

ACCC and global standardization

The ACCC’s evolving merger regime in Australia also shapes how NRLs fit into regulatory reviews and information-sharing practices in cross-border deals. In other words, NRLs are becoming a global standard embedded in due diligence workflows, with buy-side and sell-side adoption.

What this means for practitioners on the ground

If you’re drafting or negotiating an M&A deal in 2025, treat NRLs as a core risk allocation tool, not an optional add-on. Ensure that:

• The NRL clearly states the report’s purpose, scope, and informational status, with explicit language that no assurance or warranty is provided.
• The document includes mutual disclaimers of reliance where appropriate, clarifying that representations outside contract terms do not survive closing.
• Due diligence providers obtain a clear acknowledgment of NRLs before releasing their reports, with a process that ties the acknowledgment to report delivery.
• The final deal documents incorporate NRLs alongside boilerplate covenants, earn-out mechanics, and any post-closing remedies, so the interplay is clear and enforceable.
• The governance structure includes independent board committees when possible, reducing potential conflicts and supporting a cleaner reliance framework.

Case study takeaway: the Silver Lake-Ansarada transaction illustrates how NRLs work in practice alongside independent governance and cross-border diligence. It demonstrates that a well-structured NRL can anchor a smooth close and a clearer post-close risk map, particularly in tech and information services where data accuracy and vendor diligence are critical but not guaranteed.

Practical notes for readers: use the SRSA 2025 Deal Terms Study as a reference point for benchmark expectations across 2,200 deals and $505B in value, but tailor NRLs to fit the specifics of your deal size, geography, and sector. If you’re in information services or finance, NRLs are not optional, they are a standard risk-control tool that supports deal certainty and governance hygiene.

Next steps and resources

Next steps: review your internal due-diligence templates and ensure NRLs are integrated into the standard kit. If you’re drafting a cross-border deal, align NRLs with local enforceability expectations and court practice.

Sign up for our free M&A course through Matactic to deepen your understanding of non-reliance provisions, and browse our glossary for terms that matter in practical terms. For the professional practitioner, the goal is straightforward: minimize post-close disputes by solidifying risk allocations upfront, with NRLs as a foundational piece.

I have seen these letters become more than a checkbox. They are a tool for disciplined risk management, not a catch-all shield. If you want to stay ahead, keep NRLs front and center in your deal theater, and keep refining your drafting with real-world case studies like Silver Lake-Ansarada. BFFs on this front line are clear, concise documents, enforceable in cross-border deals, and backed by governance that reduces conflicts.

If you want more terms and practical templates, check out the Matactic glossary and join the free M&A course. My door stays open for questions, but I will keep the focus tight: NRLs are here to stay, and they work when you apply them consistently across deal teams. My apology if you have treated them as an afterthought, logically, they form the backbone of modern M&A risk allocation.