Completion and post-completion

Completion

Private M&A transactions are concluded by way of an exchange of contracts (also known as signing) and completion (also known as closing). At exchange the parties sign or execute the formal documentation, including the asset purchase agreement. At completion, the requisite formalities to complete and implement the transaction are undertaken. Exchange and completion will occur simultaneously or be split, depending on whether the transaction is conditional (involving split exchange and completion) or unconditional (involving simultaneous exchange and completion). Both exchange and completion may occur either face to face or virtually (by way of video/telephone call and/or email).

The parties will need to ensure that they are each clear as to which documents must be prepared/negotiated/executed/handed over (as appropriate) at exchange and completion. The asset purchase agreement will generally include a list of documents that each party must execute and hand over at exchange and completion. However, it is also common to prepare a separate list of documents, by way of checklist. See Precedent: