Completion and Beyond

15.1Completion day is choreography, not drama

Films imagine completion as a tense boardroom scene where the deal hangs in the balance. The reality is the opposite: by completion day, nothing is left to negotiate. Every document was agreed at signing or during the gap; most exist in “agreed form”, initialled by both sides so no one can quietly change a word. Completion is the performance of a script that everyone has already read. If something is being argued about on the day, something has gone wrong earlier.

The script itself is the completion agenda (sometimes “completion checklist” or “completion steps plan”). It is a table of every document and step, in order, showing who produces it and its current status: draft, agreed form, or signed and held to order. On most deals a junior lawyer owns this document, updates it after every call, and circulates it so both firms are always working from the same version. It is unglamorous and utterly central: on the day, the completion agenda is the deal.

Timing is set by the SPA. Under clause 7.1 of the Sunrise SPA, completion happens five Business Days after the last of the conditions is satisfied or waived. It takes place at the offices of the Seller’s Solicitors or, as almost always in practice, remotely. So when the CBI approval lands, a five-day clock starts and the choreography below plays out. Nobody wants drift. Locked Box Interest is ticking at €4,000 a day, and the business has been living under the clause 6 consent regime for months.

Here is a flavour of the Sunrise agenda a day before completion. Note the status vocabulary — it is how the two firms tell each other, precisely, how ready each item is:

15.2Schedule 2 — what actually changes hands

Clause 7.2 is one line: each party must do what Schedule 2 requires of it. The substance lives in the schedule, and every item exists to solve a real problem:

Item by item. The share transfer form is the instrument by which legal title passes, although title completes only once the transfer is stamped and registered. Everything else in the deal exists so that this one page can be signed. The share certificates are evidence of the Seller’s title. If one has vanished into a drawer somewhere (it happens constantly), the fallback is a lost-certificate indemnity. In it, the Seller promises to cover any loss if the certificate resurfaces in the wrong hands. The resignations remove the Seller’s appointees from every Group Company board. Each letter confirms the director has no claims against the company: the buyer does not want an ex-director appearing next year with a claim for unpaid fees.

The statutory registers and minute books are the company’s legal memory, so custody of them passes to the buyer. The register of members is what actually determines who the shareholders are. The target board minutes approve registration of the transfer, subject only to stamping, and appoint the buyer’s nominees — Priya Nair and Jonathan Hale — as directors from completion. The buyer therefore controls the board from minute one. Termination of the Seller’s management services agreement stops any money leaking to the Seller after the buyer takes over, at no cost to the Target. And bank mandate changes mean the people who can move the company’s cash are, from today, the buyer’s people.

The item juniors most often puzzle over is the power of attorney. Why does a buyer that has just bought the shares need the seller’s permission to vote them? Because of a timing gap. At completion the buyer becomes the beneficial owner, but legal title only passes when the transfer is registered in the register of members. The board can only register the transfer once it has been stamped and the transfer tax paid, which takes days or weeks. Until then, the Seller remains the registered holder. The power of attorney bridges the gap: it lets the buyer exercise the votes and other rights attaching to the Shares in the meantime, so the company is never in limbo.

The Buyer’s side of the bargain, in Part B, is short: pay the money in accordance with clause 7.3, and deliver a certified copy of its board resolutions approving the deal. Asymmetric — deliberately so. The seller hands over a company; the buyer hands over cash.

15.3The money

The money side has its own script: the funds flow memo (or funds flow statement). It is a table, agreed between the two firms, of every payment to be made at completion: payer, payee, amount, account details, and the order in which payments happen. On a leveraged deal it can run to pages — lender drawdowns, repayment of the target’s old debt, advisers’ fees deducted at source. On Sunrise it is nearly a one-liner: Atlas pays the Consideration plus Locked Box Interest to one account. But which account, and with what effect, is one of the most carefully engineered ideas in the SPA:

Why pay the seller’s law firm rather than the seller? Because the buyer cannot police what happens to the money after it leaves — whether the seller’s lenders get repaid, whether the right shareholders get their share. The “good discharge” wording means that once the funds hit the Seller’s Solicitors’ client account, the Buyer has performed: if the money is misapplied afterwards, that is not the Buyer’s problem. The mechanism works because solicitors’ client accounts are governed by strict regulatory rules, and because the firms exchange solicitors’ undertakings. Those are professional promises, enforceable by the court and career-ending to break, about what will be done with money and documents. The trust that makes completion possible between two wary strangers is carried by their regulated advisers.

The client-account route is the classic English mechanism, and it is what the Sunrise SPA adopts. On continental European deals, even English-law ones, it is often not used at all. You will meet two alternatives. The first is direct simultaneous payment: the buyer pays the seller’s own account at completion against delivery of the documents, with the payment mechanics rehearsed with the banks in advance. The bank’s payment confirmation is the trigger for handing over the documents. The second is a bank as escrow agent: the price sits in escrow under a tripartite agreement and the bank releases it when the agreed conditions are certified. Both do the same job the solicitors’ undertakings do in London: nobody parts with money or shares without certainty of getting the other. The funds flow memo matters just as much in every version — someone still has to write down who pays whom, where and in what order, and that someone is usually you.

That trust structure also explains the modern remote completion. Nobody flies anywhere. Documents are signed a day or two in advance and held to order — physically or electronically in the sending firm’s custody, undelivered and without legal effect, until that firm’s solicitor releases them. Completion itself is a scheduled call. Funds are transmitted and everyone waits, sometimes for hours, because cross-border euro payments have moods. The Seller’s Solicitors confirm receipt, and on that confirmation each firm releases the documents it holds. The deal completes in a sentence: “We confirm receipt, and the documents are released.”

15.4Board approvals on both sides

Behind the exchange of documents sit two sets of corporate approvals, and drafting them is classic junior work — done days in advance, not on the morning. On the target side, the board minutes record the meeting that approves registration of the share transfer (subject to stamping) and appoints the buyer’s nominees. On the buyer side, Schedule 2 Part B requires a certified copy of the board resolutions authorising the whole transaction — the seller’s comfort that the person signing really had authority.

Drafting minutes teaches you the mechanics of corporate decision-making fast. Check quorum against the company’s constitution — enough directors, validly convened. Check declarations of interest: a director who sits on both sides (Daniel Okoye is a Target director and the Seller’s investment director) must declare the conflict. The constitution determines whether he may count in the quorum or vote. And produce certified copies — a copy certified as true, usually by a director or the company secretary, so the original never has to leave the minute book. None of this is hard; all of it is checked by someone senior if you get it wrong, once.

15.5When completion stumbles

Now the scenario every junior secretly fears. The funds have arrived, but one of the resignation letters is missing. Saoirse Whelan has signed it, but the signature page is on her kitchen table and she is on a flight. What happens? The SPA has already thought about this:

Three options, in ascending order of severity. Proceed so far as practicable: complete anyway, with the Seller’s Solicitors giving an undertaking to deliver the missing letter within, say, two Business Days. This is by far the most common outcome for a genuinely trivial gap. Defer: push the whole completion by up to ten Business Days, once only (the “once only” stops an endless series of deferrals). Terminate: the nuclear option, realistic only where the failure is fundamental — the money simply not arriving, for instance. Note the threshold too: the clause bites only on a failure “in any material respect”, so a typo in a board minute does not hand anyone a termination right.

In real life completions slip by hours, not days — a signature page that will not scan, a funds delay in a correspondent bank, a director unreachable at the crucial moment. What keeps everyone safe while the clock ticks are two golden rules of completion practice:

15.6Immediately after completion — the unglamorous fortnight

The champagne moment ends and a fortnight of housekeeping begins. It feels anticlimactic, but it protects everything. First, stamping: the share transfer form must be submitted for the relevant transfer tax to be paid before the transfer can be registered. Under clause 16.2 the Buyer bears all stamp duty and transfer taxes. Note the jurisdiction: Solaris is Irish, so it is Irish stamp duty that applies to the transfer of its shares. The Buyer’s Irish counsel handles the filing and payment against a statutory deadline that runs from execution. Diarise it on day one; late stamping means interest and penalties, and no registration until it is done.

Then the rest of the list. The registers are written up — the Seller comes off the register of members, the Buyer goes on, a new share certificate is issued, the director changes are minuted. The companies registry must be notified of the director and secretary changes within its statutory window. For an Irish company that is the Companies Registration Office (CRO), and again local counsel or the company secretary handles it. The CBI approved this acquisition, and its approval will typically require confirmations or notifications once completion has occurred. Compliance and counsel deal with those. Meanwhile the deal-period machinery is formally stood down: the clean teams, and the clause 6 consent regime, which by its terms ran only until Completion. Bank mandates lodged at completion are processed so the new signatories actually work. And someone must check insurance continuity, because a change of control can affect cover. The buyer will want the group’s policies confirmed from day one, often with run-off cover for the outgoing directors.

15.7The claims calendar opens

The moment completion happens, every limitation period you met in earlier chapters starts to run. The SPA is no longer a draft to be negotiated; it is a set of deadlines to be lived with. Here is the Sunrise claims calendar in one picture:

Read it with the SPA open. Clause 4.4 gives the Buyer nine months from completion to notify a leakage claim — short, because leakage is checkable from the books. Clause 9.1 gives 18 months for business warranty claims, enough to see a full audit cycle. It gives four years for the Legacy AML indemnity, because regulatory processes are slow, and seven years for fundamental warranties, Tax Warranties and the Tax Covenant. And the tail of clause 9.1 adds the trap that catches real buyers: a notified claim is deemed withdrawn unless proceedings are issued within nine months of the notice. Notice alone parks nothing.

The junior’s job is simple and absolutely critical: diarise every date on day one, in the firm’s system and the client’s, with reminders long before each deadline:

• Leakage claims: written notice by Completion + 9 months (clause 4.4).
• Business warranty claims: notice by Completion + 18 months (clause 9.1(a)).
• Legacy AML indemnity: notice by the 4th anniversary (clause 9.1(c)).
• Fundamental warranties, Tax Warranties, Tax Covenant: notice by the 7th anniversary (clause 9.1(b)).
• After notice of any warranty, Tax Covenant or indemnity claim: proceedings within 9 months, or the claim is deemed withdrawn (clause 9.1). Leakage claims sit outside this guillotine (clause 4.4).
• Restrictive covenants expire: non-compete at +3 years; both non-solicits at +2 years (clause 11.1).
• Set each reminder at least three months early, and to more than one person.
• Note the clause 15 notice formalities next to every entry.

15.8Living with the deal

Post-completion is not only defence. Several parts of the SPA now have to be actively administered. The Legacy AML remediation programme carries on inside Solaris — but under the Seller’s watchful eye, because the Seller is paying for it through the indemnity. Clause 10.4 obliges the Buyer to run the programme diligently and cost-effectively and to keep the Seller informed of material CBI correspondence. An indemnified party that treats remediation as someone else’s money will meet resistance when the invoices arrive.

The restrictive covenants in clause 11.1 are now live: three years of non-compete across the UK and EEA, two years of employee non-solicitation, two years of client non-solicitation. Covenants only bite if someone is watching. If Meridian’s wider group launches a competing custody venture in year two, the buyer’s team needs to notice and act, not discover it at a conference in year four.

On deals with a different price mechanism, this is also when the machinery of Chapter 9 would be running. Completion accounts are prepared, disputed and settled in the months after completion. An earn-out is measured, argued over and paid across the following years. Sunrise, being a locked box with no earn-out, has neither — one reason sellers like the structure. Nor does Sunrise need a transitional services agreement (TSA). That is the contract under which, on a carve-out from a larger group, the seller keeps providing IT, payroll or premises to the sold business while it learns to stand alone. Solaris was already self-contained; the management services agreement simply terminated at completion, and nothing needed replacing.

And then there is integration — mostly a business job, but with legal threads. Atlas’s compliance policies have to be aligned with Solaris’s CBI obligations. The regulator relationship has to be handed over carefully. And the people the deal was partly bought for have to be retained and reassured. Plenty of acquisitions succeed at completion and fail at integration; the lawyers’ tidy handover is a small but real part of preventing that.

15.9The closing bible

One last junior deliverable. In the weeks after completion you compile the closing bible (or completion bible): the complete, indexed set of executed transaction documents. That means the SPA, disclosure letter, transfer form, resignations, minutes, power of attorney, undertakings and funds flow, assembled as searchable PDFs behind a proper index. Structure it either chronologically by deal stage (signing documents, then conditions, then completion documents) or by document type; either works, but pick one and be consistent. It is distributed to the client and both firms, and archived.

Why does it matter? Because everyone who needs these documents later needs them quickly. The litigation team investigating a warranty claim in month 17 needs the disclosure letter and the notice provisions tonight, not after a two-week hunt through old emails. The team refinancing or selling the business in five years needs to prove exactly what was signed. And future-you, staffed on the next deal, needs precedents that are actually final versions. A good bible is the difference between institutional memory and institutional archaeology — and the junior who built it is the person who knows the deal best.

15.10The end of the beginning

And that is a deal, whole. Fifteen chapters ago, M&A was a word in the news. Since then you have watched one transaction travel the entire arc:

• what is actually bought and sold, and who does the buying
• how deals are structured and priced
• the careful preparation, the heads of terms, and the diligence that maps the risks
• the SPA that allocates them: warranties, disclosure, indemnities, the locked box
• the anxious months between signing and completion, and the negotiation that shaped every clause
• now the day the shares and the money finally moved, and the quieter disciplines that follow.

None of it, it turns out, is magic. It is a set of learnable tools for one old problem: helping a buyer and a seller who cannot fully trust each other do something irreversible anyway.

Where next? Three suggestions. Read real SPAs against the map this workbook has given you; they will look long, but they will no longer look mysterious. Volunteer for the checklist jobs: the completion agenda, the claims diary, the bible. They are how juniors learn deals from the inside, and how deal teams learn to trust juniors. And when you are ready, sit the final exam — forty questions across the whole workbook. Good luck on it, and on the real completions to come. It has been a pleasure doing the deal with you.