M&A Foundations · glossary

Good discharge

Confirmation that paying money to a named recipient — usually the seller's solicitors' client account — legally discharges the payer's obligation. The buyer's job ends when the funds arrive; how they are divided afterwards is not its concern. Clause 7.3 · Chapter 15

Explained in Chapter 15, Completion and Beyond, of M&A Foundations.

How it comes up, in Chapter 2
A solicitors’ client account is a segregated, regulated bank account in which a firm holds money belonging to clients. Routing the €42 million through Farrow & Kent’s client account gives everyone certainty. Atlas knows that the moment the funds arrive it has performed — a good discharge. Atlas need not police how the money is then split between the seller, its investors and its advisers. Meridian knows a regulated firm, not the counterparty, controls release of the funds.…
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Where this term lives

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