Sale and purchase agreement advice

Before signing the sale and purchase agreement (SPA), we can help you assess critical exposures and advise on how to determine cash, debt-like items and the normal level of working capital. We can set out the arguments and counter arguments to support the negotiation and optimise the price and SPA determination across key elements:

• Ensuring that potential debt-like items and other financial risks have been identified and appropriately addressed by a reduction in consideration, a completion pricing mechanism within the SPA, or through warranties and indemnities
• Assessing the working capital requirements of the business with a view to setting the normalised working capital target for the purposes of the SPA
• Working with you and your other advisers to help mitigate the risks identified during the due diligence phase
• Advising on the SPA accounting aspects, such as the pricing mechanism, relevant representations and warranties, and any other accounting related clauses of the SPA

For vendors, our team can also provide support:

• Advising on the relative merits of locked box and other completion mechanisms in the context of your transaction
• Limiting the opportunity for price erosion by potential acquirers, both through the determination of consideration and any post completion mechanism

We can draw on our experience of over 100 recent sale and purchase agreements and the forensics experience of SPA dispute resolution and the learnings they provide. Post-deal, we can support the review of completion accounts and help with the negotiation of the final position. We can also act for you in disputes, should matters not come to an agreed resolution.