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Dealing with diligence issues effectively

Dealing with diligence issues effectively

How to address value issues in the Sale and Purchase Agreement.

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Shelley Reader

Partner | Deal Advisory | Commercial Deal Negotiation | SPA Advisory | Financial Due Diligence

KPMG in the UK

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Any due diligence process is only effective if the risks and issues identified are appropriately dealt with. A significant part of our role involves working closely with our clients and their legal and other professional advisers to develop and negotiate an approach to addressing the issues identified in due diligence. Whilst the approaches depend on the unique details of each deal, as well as the nature of the process and resulting dynamics between buyer and seller, the broad toolkit of approaches available includes:

  • Changing the headline price
  • Explicitly addressing the issue in the working-capital/net-debt adjustment
  • Including a separate price adjustment
  • Linking an element of price to future performance
  • Seller indemnities
  • Warranty protection
  • Deferring some element of the price

To find out more, please contact  Shelley Reader or Mark Rumble. 

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