A practical guide to exchange and completion—share and asset purchases
A practical guide to exchange and completion—share and asset purchases

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • A practical guide to exchange and completion—share and asset purchases
  • Preparations
  • Completion meeting
  • Post-completion

Private M&A transactions, whether they be for the sale and purchase of a company or a business, are concluded by way of an exchange (or signing) of contracts and completion (or closing) of the transaction. At exchange, the parties sign and execute the formal documentation for the transaction, including a share purchase agreement or asset purchase agreement. At completion, the requisite formalities to complete and implement the transaction are undertaken, including delivery of title certificates (shares or other) and other assets. Exchange and completion may occur simultaneously or may be split, depending on whether the agreement for the transaction is unconditional or conditional, respectively. In addition, exchange and completion may occur in face-to-face meetings or virtually (via telephone and email). For further information, see Practice Note: Issues arising where there is split exchange and completion—share and asset purchases.

This document provides practical guidance on requirements for exchange and completion, and on the legal and practical issues to be considered by solicitors leading up to and at exchange and completion. For guidance on the steps to be taken following completion, see Checklist: Post-completion matters (share purchase)—checklist.

Preparations

Prepare completion agenda

A list of documents is a useful tool to have during the transaction, setting out the documents that need producing and detailing who has responsibility for producing each document. The list should