Transaction Services | Sale & Purchase Agreements
Seamless service at every stage
Sale & purchase agreement advice
Whether selling a business and aiming for a clean exit at a predictable price, or acquiring a business and aiming for suitable remedies in place when the target company’s financial position is not as expected, having solid financial terms in the Sale and Purchase Agreement (SPA) is key in achieving these goals.
With a comprehensive, M&A-based SPA service offering, we equip our clients with a significant advantage in the deal process. With a team of full-time specialists based within our M&A Transaction Services practice, we advise acquirers and sellers across a wide range of industries and geographies.
Our SPA team works closely with our client’s lawyers to identify commercial issues early and ensure these are appropriately reflected in the SPA.
Our SPA team assists with:
- structuring the purchase price adjustment mechanism, accounting warranties and indemnities,
- agreeing net asset or normal working capital targets,
- accounting policies and definitions for the completion accounts,
- a “Locked Box” mechanism.
Tax SPA Team
Our M&A based SPA service offering is supported further by a team of dedicated SPA professionals with legal training in our Tax Transactions team who help develop contractual solutions to Tax and related commercial issues in SPA. Our Tax SPA team works closely with:
- the client throughout the transaction lifecycle to ensure adequate protection in the SPA from a Tax perspective;
- the Tax due diligence team throughout the due diligence process and transactional phases to identify risks and determine appropriate protection mechanisms; and
- the client’s appointed legal advisors to bridge the gap between the scope of the traditional legal advisors and that of the Tax advisors.
These Tax SPA services include advising on appropriate Tax warranties and indemnities, purchase price adjustments related to Taxes and any other Tax sensitive aspects of the SPA.
