Legal Due Diligence · glossary
A long stop date is the last date by which a deal's conditions must be met, such as a competition or regulatory approval. If they are not met by then, the contract usually lets either party end it, and nobody has to complete. Parties choose a date that leaves room for the slowest approval.
The date by which the conditions must be met, or either party may walk away. Sunrise signed with a long stop of 31 March 2027, leaving a margin around the regulator's timetable. Chapter 8
Explained in Chapter 8, Regulatory, Compliance and AML, of Legal Due Diligence.
Also explained in M&A Foundations and Restructuring Plans.
The SPA makes the approval a condition precedent: completion happens only once the approval is given (clause 5 of the SPA). It pairs the condition with a long stop date. If the condition is still unmet on that date, either party may walk away.Read Chapter 8, Regulatory, Compliance and AML →
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The deadline in a contract for its conditions to be met. In a share sale it gives both sides certainty: the deal cannot hang open for ever. A loan that pays for the purchase often stops being available on the same date.
The same idea, written as one word. In a venture deal it can also be the last date in an advance subscription agreement: if no funding round has happened by then, the investor's money turns into shares at the price the agreement sets.
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This term is part of one complete fictional deal, with every document attached and a test after every chapter. Open Legal Due Diligence → · All terms A–Z →