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Sometimes the financial provisions of the Sale and Purchase Agreement (SPA) may not reflect the original deal agreed between buyer and seller exactly. This can happen through poor design, but more often through unintended ambiguity. Unfortunately for both sides of the agreement this can potentially put a deal at risk or can result in significant value loss, including the cost and distraction of resolving issues post deal.
RSM’s Sale and Purchase Agreement advisory team can help you to avoid such problems, whether you are a buyer or a seller, and either before or after a deal.
We have an experienced SPA advisory team, bringing together the skills of financial due diligence, tax advisory, forensic accounting and disputes specialists together with a practical and pragmatic approach, to protect your position as best we can.
We can support you at various points in the deal process, such as:
- advising at an early stage on the fundamentals of the deal such as the offer letter and pre Sale and Purchase Agreement negotiation. Our team can provide advice on the most appropriate pricing mechanism, providing you with clarity on the issues at stake, and the reasoned arguments to maximise your position;
- offering negotiations advice on the accounting aspects of the Sale and Purchase Agreement, including how best to determine ‘free cash’, debt and ‘debt like’ items, and ‘normal’ working capital levels, figures that can directly impact the consideration to be paid; and
- post-deal support and dispute resolution such as the review of the preparation of completion or earn out accounts, and acting for you in disputes relating to these accounts, or on breach of warranty matters.
Our team has worked on a wide variety of transactions, and is able to draw on this experience along with our wide range of skills to provide you with expert advice, protecting your position and overcoming obstacles in the deal process.
