Sale and Purchase Agreement Advice

Whether selling a business and wanting to achieve a clean exit at a predictable price, or buying a business and seeking appropriate protection in place if the target’s financial position is not as expected, the financial terms of the Sale and Purchase Agreement (SPA) are key.

We develop contractual solutions to accounting and commercial issues, advising clients on the appropriate pricing mechanism and recommendation of accounting policies, warranties and indemnities.

What we do

We advise our clients on the accounting aspects of SPAs. Working closely with the core Deloitte team and lawyers, we provide support throughout the SPA drafting and negotiation process, identifying commercial issues early and ensuring these are appropriately reflected in the SPA so that they can be converted into real value.

How we can help

Whenever you are doing a transaction, our teams can assist with:

• Making a structured offer at the commencement of the deal
• Structuring the purchase price adjustment mechanism in the SPA;
• A “locked box” mechanism;
• Agreeing net asset or normal working capital targets;
• Accounting hierarchy/policies and definitions for the completion accounts;
• Leakage protection; and
• Accounting warranties and indemnities.