Review the completion accounts wording before it becomes a post-completion argument

It is commonly useful for buyers and sellers dealing with a transaction where the final price will be adjusted after completion rather than fixed at signing. That often includes deals where working capital, debt, cash or accounting treatment could materially affect value. A buyer may want tighter drafting around preparation and review rights, while a seller may want clearer limits on what can be adjusted later. If the mechanism is commercially important but buried in dense drafting, a targeted review can help you see where the real leverage points sit.

The main trouble spots are usually definitions, accounting assumptions and process control. For example, a clause may refer to working capital without clearly stating what is in or out, or it may leave open whether historic accounting policies must be followed. Another common issue is the objection process, including who prepares the accounts, what records can be requested and how disagreements are escalated. If those mechanics are vague, the parties can end up arguing about the process itself as much as the numbers that come out of it.

We review the completion accounts mechanism in your draft sale or purchase documents and provide legal feedback on how it operates. That can include the adjustment formula, defined terms, preparation timetable, information rights, objection procedure and related completion mechanics. You receive written recommendations and a consultation to discuss the practical effect of the wording. This is a legal review of the mechanism rather than a full transaction management service. It does not cover tax advice, accounting calculations, regulator approvals or acting for you in ongoing negotiations unless it is included in the agreed scope.

A general agreement review looks across the wider transaction. This service zooms in on the part of the deal that can change the price after completion. That narrower lens allows more attention on the mechanics that often drive friction later, such as whether definitions are internally consistent, whether one party controls the preparation process, and whether the challenge timetable is workable. If you also need advice on warranties, indemnities, restraints, disclosure or completion deliverables across the full agreement, that would usually be separate work.

Yes. In fact, that is often when this review is most useful. Heavily negotiated completion accounts clauses can contain layered carve-outs, cross-references and bespoke definitions that are easy to miss when everyone is focused on signing. We can help identify which points still have real commercial impact, such as a definition that shifts value, a timetable that is hard to operate in practice, or a preparation right that gives one side too much influence. That lets you decide what is still worth pushing before the deal is finalised.

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