Successful execution of the deal and delivering the intended expected value depend on the agreed objectives being effectively and robustly documented in the Sale and Purchase agreement ('SPA').

A key part of this is making sure that the contractual calculation of the price works as intended, and addresses matters identified in due diligence. Whether this involves a locked box, completion accounts, an earn-out mechanism, or a hybrid of these, a significant amount of deal value could depend on the mechanism. 

Our specialist team, comprising experienced deal negotiators, due diligence specialists, forensic accounting and dispute resolution experts, brings a strong blend of experience of every aspect of the process. Experience that comes from:

  • Structuring thousands of SPAs over the last two decades,
  • Supporting hundreds of clients through completion and execution of their deals, and 
  • Helping numerous clients to resolve complex transactions and price disputes.

We deploy this knowledge with a simple aim: to drive better value deals for our clients, and to deliver robust agreements that ensure the price agreed is the price paid. Our record speaks for itself: over 15 years, we have delivered in excess of $1 billion of negotiated additional value to our clients.

We work with a wide range of organisations, including large and small businesses, and private equity investors, supporting clients from initial price structuring conversations, through to the final payment of consideration.

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Our services

  • Price structuring advice
  • Agreement vetting and drafting support
  • Locked Box papers
  • Pre-signing negotiation support
  • Leakage reviews
  • Completion accounts preparation and review
  • Post-close negotiation support.