Sale and purchase agreement (SPA)
Overview
We provide expert support at every stage of a transaction—from pre-deal work through to post-completion support. Pre-deal, we help identify and clarify value issues related to pricing and deal completion mechanics so you can succeed in your SPA negotiations. Post-deal, we assist you in protecting or generating value through SPA completion mechanism execution.
Potential scenarios
- You’re considering selling a business and want to weigh the benefits of a ‘locked box’ against other completion mechanisms in the context of your transaction.
- You’re making a disposal and wish to guard against price erosion by potential acquirers—both through the determination of consideration to be paid and through any post-completion mechanism.
- You’re making an acquisition and want potential ‘debt-like’ items and other financial risks identified and appropriately addressed. We can help you manage this through a reduction in consideration, a completion pricing mechanism within the SPA, or through warranties and indemnities.
- You’re considering a transaction that includes a post-completion pricing mechanism. We can help you position the SPA to your advantage and reduce the opposing party’s potential to manipulate price.
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