Completion and post-completion phase in share purchase transactions
Completion and post-completion phase in share purchase transactions

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

  • Completion and post-completion phase in share purchase transactions
  • Timing
  • What happens during this phase?
  • Key tasks for lawyers within this phase
  • Who does what?

This Practice Note is part of the Share purchase transaction toolkit.

Timing

Completion of the share purchase transaction will take place either simultaneously with signing and execution of the share purchase agreement (SPA), or at a later date. If there are conditions to completion, it will be at a later date (split exchange and completion) and if there are no conditions then completion will be simultaneous.

The timing for post-completion tasks will vary according to the task. Some tasks will need to be undertaken in the days immediately following completion (such as paying stamp duty and filing forms with Companies House), whereas other post-completion actions may only be required in certain circumstances or not at all (such as making a warranty claim) or may not require the parties' lawyers to be involved (such as earn-out consideration payments made in accordance with the schedule of payments set out in the SPA.

What happens during this phase?

Completion

A share purchase transaction will be concluded with completion (also known as closing). At completion, the requisite formalities to complete and implement the transaction are undertaken. Both exchange and completion may occur either face to face or virtually (by way of telephone call and/or email).

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