Sale & purchase agreement advice

Accounting advice on sale and purchase agreements

You could gain or lose 5% or more of your headline deal value, purely through the cash accounting aspects of the sale and purchase agreement on your transaction.

We advise our clients on the cash accounting implications of the transaction contracts they are negotiating. This includes purchase price adjustment mechanisms and the structure of completion accounts policies.

Drawing on our substantial experience in transaction disputes, and working closely with your legal advisers, we can assist you in developing contractual solutions to accounting or commercial issues identified by the core Deloitte team.

This unique service offering gives our clients a significant advantage in the M&A process - and could change the economics of your transaction.

Buy and sell side advice 

We assist our clients in achieving a clean exit at a predictable price (sell side) and help them put in place appropriate remedies and purchase price adjustments if the business’ financial position is not as expected (buy side).

Our Sale & Purchase Agreement team can help if you are:

  • Proposing or reviewing a purchase price adjustment mechanism.
  • Dealing with a “locked box”.
  • Considering the impact of “cash and debt free”, “target net assets” or “earnouts”.
  • In need of advice in setting the level for target working capital.
  • Considering the financial definitions for inclusion in a transaction contract.
  • Reviewing or drafting accounting policies and hierarchies or procedures.

Working hand in hand with the core Deloitte team we are very close to the numbers and financial dynamics of the business early in the process. We are therefore ideally placed to identify critical commercial issues at a time when they can be converted into real value.