Share Purchase Agreement (SPA) Advisory

Protecting deal value and reducing the risk of dispute

SPA advice is specialist accounting advice which ensures that price and deal completion mechanics are identified, articulated and properly included in the SPA. We assist clients in their SPA negotiations to achieve favourable price adjustments and to avoid disputes by providing commercial robust advice on the clauses of the SPA.

This will include the review and commentary (as applicable) upon:

  • financial definitions linking into warranties and completion schedules
  • commercial financial terms (consideration)
  • completion accounts including the financial hierarchy of preparation and specific accounting policies
  • locked box mechanisms including leakage and permitted leakage
  • deferred or contingent consideration clauses
  • accounting warranties (year end and management accounts) and warranties relating to any sub-periods
  • the associated disclosures in the disclosure letter

Our work aims to reduce the risk of disputes, however, they will sometimes occur. 

We can review completion accounts and the deferred or contingent consideration process. We can provide advice on potential warranty claims and can help clients avoid legal action.

In the event of unavoidable legal action, we can also support clients through the process by calculating the quantum of any losses or acting as experts in expert determinations.   

Get in touch

If you would like to contact the Financial Advisory team, please get in touch with us or use the link button to submit Request For Proposal documents.

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