Closing memorandum
Closing memorandum detailing the conditions precedent, the actions to be taken by each party, the deliverables to be signed on the day and the precise closing timetable.
→ M&A · Sub-expertise
Closing is the moment when the complexity of an M&A transaction crystallises: simultaneous signing of several documents, satisfaction of conditions precedent, effective transfers. The legal bible is the structured record of the transaction. We orchestrate this final phase with rigour so that nothing is forgotten and the post-closing phase starts cleanly.
→ What we cover
Closing memorandum detailing the conditions precedent, the actions to be taken by each party, the deliverables to be signed on the day and the precise closing timetable.
Operational monitoring of the authorisations (competition, foreign investment control, sector-specific), the financing, the third-party consents and the termination of incompatible contracts. Management of follow-ups and anticipation of obstacles.
Monitoring of the undertakings between signing and closing: conduct of business, prior consents for acts outside the ordinary course, regular reporting to the buyer.
Preparation and coordination of all documents to be signed: transfer orders, resignations, appointments, confirmatory deeds, certificates, bank confirmations, tax filings.
Logistical organisation of the closing: physical meeting, electronic exchange, multi-party signing. Management of the funds (escrow, direct payment), the guarantees and traceability.
Structured compilation of all the transaction documents (LOI, term sheet, SPA, representations & warranties (W&I / liability guarantee), due diligence, authorisations, deliverables) with a table of contents and index to serve as a post-closing reference.
→ Our approach
01
Preparation of the closing memorandum as soon as the SPA is signed, identification of the critical conditions precedent, mobilisation of external resources (banks, authorities, foreign counsel).
02
Weekly management of the satisfaction of conditions precedent, progress updates with the parties, anticipation of delay risks, triggering of fallback plans (long stop, extension, renegotiation).
03
Verification of the conditions precedent, simultaneous signing of the documents, payment of the price, updating of the registers, effective transfer of the shares and the security interests.
04
Compilation of the legal bible, filing and indexing, transmission to the clients and the other stakeholders. Monitoring of post-closing actions (formalities, adjustments, reporting).
→ Who we help
Coordination of a sale involving the seller, the buyer, senior and mezzanine banks and the vendor of a separate asset: secured simultaneous closing in a single day with a payment waterfall.
Management of the timetable while awaiting clearance, handling of the corrective commitments imposed by the authority, immediate closing as soon as the decision is obtained.
Synchronisation of closings across several jurisdictions (France, Germany, United States), with time differences, local formalities and coordination of foreign counsel.
Complete and indexed legal bible made available during a post-acquisition tax audit to reconstruct the chronology of the transaction and defend the taxpayer's position.
→ Q&A
Variable: from a few days for a simple transaction without any condition precedent to several months where regulatory authorisations are required (competition, foreign investment control). The SPA sets a long-stop date beyond which the transaction may be abandoned.
The SPA provides for the consequences: lapse, amicable extension, renegotiation, break fee. In the event of persistent disagreement, the defaulting party may incur contractual liability if it has not complied with its best-efforts obligations.
Virtual closing is now the norm for most transactions: qualified electronic signatures, exchange by email, instant transfer. A physical closing remains useful for very high-profile or very complex transactions requiring decisions to be made in the room.
It constitutes the complete and structured record of the transaction: useful in the event of post-closing litigation, enforcement of the representations & warranties (W&I / liability guarantee), a tax audit, or simply to hand over the file to new advisers. It is prepared alongside the closing so that nothing is forgotten.
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