Sale and Purchase Agreement advisory

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Expert insight and negotiation support can help you optimise value via the price adjustment mechanism and SPA, as well as mitigating and resolving disputes.

In any M&A transaction, the completion mechanism and SPA can mean the agreed headline price will differ significantly from the final consideration paid and received.

Buyers and sellers recognise the key roles the price-adjustment mechanism and the wider SPA fulfil, and the need to determine value and avoid, or mitigate, disputes through negotiation and execution.

If you're a buyer or seller, our expert team will help you navigate these areas to ensure your position is optimised and protected.

Optimising value

Advice on the choice of completion mechanism and clarity on the 'enterprise to equity-value', ensuring you're prepared for negotiations.

Protecting value

Advising one party on post-deal completion accounts, helping resolve an accounting dispute or acting as an independent expert determiner for both parties.

Defending value

Advising one party to help resolve an accounting dispute or acting as an independent expert determiner for both parties.

Get in touch

Patrick O’Brien

Partner, Head of Sale and Purchase Agreement Advisory

Contact Patrick O’Brien Learn more about Patrick O’Brien

Why Grant Thornton

You'll have the benefit of our unique integration of pre-and post-deal experts to protect value.

Our team combines completion-mechanism adjustment and dispute specialists to help principals and advisers reach an agreement on the SPA – protecting real monetary value, while reducing the risk of disputes. This specialist expertise is available to you for both domestic and cross-border transactions, across a full range of sectors.

We're the only integrated specialist SPA team with a focus on mid-market transactions.

Our team brings their insights and experience of more than 1000 deals to support clients on the full range of issues that can arise during a transaction: from negotiating ‘locked box’ or completion mechanisms and accounting warranties, to finalising completion accounts and earnouts; resolving disputes, and undertaking expert determinations.

Thank you for all your input and insight on the locked box aspects of the deal, where we got a really good result.

Head of M&A Large Corporate

I would like to note that I was impressed with the GT work - particularly that of the SPA team. That is an excellent product you offer.

Partner Private Equity

We have not used specialist SPA advice before – I think this is something we will now do as a matter of course and earlier in the process. We found it invaluable.

Partner Private Equity