Market Note 02
Signing isn't closing
Deal certainty is decided between agreement and completion. Five factors that keep a transaction on course: diligence readiness, information discipline, documentation, stakeholder coordination and pace.
A signed agreement is not a completed deal. The weeks between the two are where transactions are lost, usually to things that could have been prepared: diligence that is not ready, information that reaches the wrong people, documentation that drifts, stakeholders who were not coordinated, and a pace that lets doubt in.
Diligence readiness
A data room that is complete on day one keeps momentum. Every request that takes a week to answer gives a buyer time to reconsider.
Information discipline
Who knows about the deal, and when, matters. Staff, customers and suppliers should hear at the right moment and from the right person, not through rumour.
Documentation
Heads of terms, disclosure letters and the Sale and Purchase Agreement need to stay consistent with what was agreed. Small drafting drift becomes renegotiation.
Stakeholder coordination
Lawyers, accountants, lenders and shareholders all move at different speeds. Someone has to hold the timetable and keep every party aligned to it.
Pace
Time is the enemy of certainty. A clear timetable, agreed early and held to, is the simplest protection a seller has.
Most deals that fall away between signing and completion could have been kept on course. The preparation is what decides it.
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