Completion and post-completion issues—asset purchase
Completion and post-completion issues—asset purchase

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

  • Completion and post-completion issues—asset purchase
  • Completion meetings
  • Preparation
  • Conduct of completion meetings
  • Completion meetings where there is simultaneous exchange and completion
  • Some practicalities after the completion meeting
  • Post-completion — consideration issues
  • Earn-outs
  • Post-completion adjustment of the purchase price
  • Non-cash consideration
  • More...

This Practice Note describes the legal and practical issues involved in successfully completing a business acquisition transaction. At completion, title to the assets concerned will transfer from the seller to the buyer. Depending on the complexity of the transaction, effecting the terms of the transaction in full after the date of completion may take some time and involve complications and disputes between the parties, some of which can be foreseen and provided for and others which cannot. Guidance on many of the issues described below is set out in other Practice Notes and the drafting notes to Precedent: Asset purchase agreement—long form—conditional (buyer's version). The intention of this note is therefore to summarise the issues (including cross references where applicable to such other guidance) and provide a checklist of the legal and practical issues to be considered during the negotiation and drafting process for the asset purchase agreement (APA) and at each and every stage involved after that.

This Practice Note contemplates a standard yet comprehensive transaction with split exchange and completion (for further information see Practice Note: Issues arising where there is split exchange and completion—share and asset purchases).

Completion meetings


The period leading up to the completion meeting will be busy for both the buyer's and seller's solicitors. The APA will include a list of each party's completion obligations and completion deliverables. This will

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