Whether you are buying or selling a business, the Sale & Purchase Agreement (SPA) negotiation is a key area of a transaction where value can be lost or gained.

Capabilities in the commercial and accounting aspects of the SPA

We can support you in strengthening your negotiating position, achieving a degree of certainty on price, identifying risks and limiting your exposure post deal. Our pre-deal experience covers the following areas:

consideration of 'Locked box' or completion mechanisms and appropriateness of each to your potential sale or purchase
assistance in SPA negotiations to optimise value
negotiation of accounting policies and definitions for completion accounts to ensure the terms reflect your intentions and remove ambiguity
support in agreeing the financial, accounting and tax warranties, indemnities and other clauses in the SPA to minimise risk of post-deal disputes

We can support you in securing value through the negotiation and execution of completion processes, including earn-out calculations, warranties and indemnities. Our post-deal experience covers the following areas:

  • production/review/challenge/negotiation of Completion Statements prepared on behalf of client party or by the counter-party
  • providing Expert Determination services arising from Completion Statement or Earnout disputes: either as the Independent Expert, or as party-appointed Expert Accountant assisting in producing robust submissions to the Independent Expert
  • investigation and negotiation of warranty and indemnity claims (for buying and selling parties)
  • acting as expert accounting witnesses on liability or quantum issues in formal dispute resolution proceedings