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.

Get in touch

Sam Surrey

Sam Surrey

Partner | Transaction Services

Sam leads the Transaction Services and Sale Purchase Agreement practices in the Middle East. He has over 20 years of experience in Transaction Services and has worked with a wide range of clients acro... More

Milhan Baig

Milhan Baig

Head of Financial Advisory, Oman

Milhan leads Financial Advisory for Oman and is part of the leadership team for Valuations and Modeling across the Middle East. His experience spans a vast array of industries having advised clients o... More

Adnan Fazli

Adnan Fazli

Financial Advisory ER&I Leader

Adnan leads our Energy, Resources and Industrials team in Financial Advisory in the Middle East. Adnan has over 18 years of experience with Deloitte initially in London and for the last 10 years in ou... More