Sale and Purchase Agreement (SPA) Advisory

Protecting deal value through effective transaction accounting advice.

Understand the financial and accounting implications of SPA terms

The Sale and Purchase Agreement (SPA) is where the commercial terms of a transaction are formally documented and where deal value is finalised. While the headline purchase price often receives the most attention, the accounting policies, completion mechanisms and financial definitions within the agreement can have a significant impact on the final outcome.

Small changes in wording, accounting treatment or completion calculations can affect how value is transferred between buyer and seller. Understanding these implications before signing can help avoid disputes, unexpected adjustments and unintended financial outcomes.

Our senior-led specialist team is highly experienced and advises clients on the financial and tax aspects of SPAs across both both buy-side and sell-side transactions. We work alongside legal advisers to ensure the financial mechanics operate as intended and support a successful transaction outcome.

When SPA advisory can help

SPA advisory can be particularly valuable when:

  • Acquiring a business
  • Preparing a business for sale
  • Negotiating completion account mechanisms
  • Reviewing working capital adjustments
  • Establishing earn-out arrangements
  • Resolving accounting policy differences between buyer and seller
  • Reviewing purchase price adjustment clauses
  • Preparing or reviewing completion accounts

The earlier these issues are considered, the greater the opportunity to avoid disputes and achieve the intended commercial outcome.

Protecting value through transaction completion

Where possible, we provide continuity from diligence to completion, with SPA work led by the same senior people involved throughout the transaction process. 

Having an adviser who understands the transaction, the diligence findings and the key commercial drivers helps ensure important context is not lost as negotiations progress. Where we have not performed the due diligence, we work from the reports and transaction documentation available.

How we support SPA negotiations and completion

Accounting policies that reflect the commercial agreement
  • Accounting policies play an important role in determining completion balances and purchase price adjustments. We review, draft and refine accounting policies to ensure they reflect how the business operates and align with the commercial intentions of the parties.
Making sure the completion mechanics work as intended
  • The drafting of completion clauses can have significant financial consequences. We help assess whether the completion mechanics operate as intended and identify areas where wording, definitions or assumptions could create unintended outcomes.
Supporting negotiations through multiple revisions
  • SPAs often go through several rounds of negotiation. We work alongside legal advisers throughout the process, reviewing changes and helping ensure value is not inadvertently lost through amendments to financial definitions, accounting policies or transaction mechanics.
Preparing and reviewing completion accounts
  • Following signing and completion, we assist with the preparation and review of completion accounts. This includes evaluating the application of agreed accounting policies, assessing adjustments and helping clients navigate discussions between buyers and sellers.

Reduce the risk of post-completion disputes

Many transaction disputes arise after completion when parties interpret accounting policies, working capital calculations or adjustment mechanisms differently.

By addressing these matters early and documenting them clearly within the SPA, businesses can reduce uncertainty, improve transparency and increase confidence that the commercial agreement will operate as intended.




Key contact

Daniel Martin

Daniel Martin

Deal Advisory Partner, Deal Advisory National Leader
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