Sales and Purchase Agreement (SPA) Advisory

Whether you are buying or selling, we assist you to maximise value when drafting and negotiating SPAs and help you prevent any unpleasant surprises in connection with transactions.

Key issues are frequently the design of completion mechanisms (locked box vs. completion accounts, earn-out agreements etc.) as well as any agreements on guarantees or warranty. When negotiating and drawing up agreements, experience plays a significant role, as both parties try to optimise the purchase price or the contract to their advantage. The legal specialists at PwC Legal are also able to provide comprehensive legal advice on the drafting and negotiation of SPAs. 

In the context of a transaction, risks and any negotiation outcomes need to be included in the SPA. A key issue is the design of possible purchase price mechanisms (locked box vs. other completion mechanisms).

During an acquisition, debt-like items should either be dealt with using a corresponding purchase price reduction, or via ‘warranties and indemnities’. During the sale of a company, it is the minimisation of possible sales price erosion that is key. We would be glad to support you when drafting individual contractual provisions with regard to their commercial, financial, accounting and tax consequences, in order to minimise possible manipulation of the purchase price by the other party. After the deal, we are also happy to support you with the closing and leakage reviews, or to determine purchase price adjustments and earn-out calculations.

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