Beyond the deal — 5 key steps for M&A post-completion success

After the initial celebrations when an M&A deal is finally completed, the real work begins.

Too often, deal documents are filed away and forgotten after completion, as attention shifts to the implementation of management integration plans, scrutinising business plans and understanding new reporting lines and information systems. So, without a clear post-completion strategy, businesses are at risk of missing deadlines, compliance failures and operational disruption.

Here, experienced corporate lawyers Jon Close and Rupert Gill explain the key steps to take in any post-completion planning exercise.

1. Make payments 

Firstly, it’s important to ensure that any deal-related costs — especially stamp duty due to HMRC or Land Registry fees — are paid within the requisite time periods. Any failure to do so can have serious consequences and invariably result in financial penalties.

2. Attend to filings 

Lawyers and tax advisers also need to attend to any post-completion filings and registrations at Companies House, the Land Registry, HMRC or the relevant Intellectual Property Office. 

Such filings and registrations can sometimes get overlooked in the aftermath of a deal, resulting in serious consequences such as a professional negligence claim against the relevant advisers if new security isn’t registered at Companies House within the requisite 21-day period following the date of creation of the relevant charge. Similarly, in the case of an EMI option scheme, a claim may ensue if  the requisite online notification to HMRC isn’t made within 92 days of the date of grant of the option.

3. Diarise key dates 

Beyond immediate payments and filings, it’s wise to diarise the key future dates in the deal documents in advance to ensure that they don’t get missed. 

These may relate to the:

• preparation and review of completion or earn out accounts
• payment of deferred consideration
• release of any related security or different limitation periods for warranty and indemnity claims under the share purchase agreement.

4. Ask for an aide-memoire 

With larger transactions, it’s also advisable to ask your lawyers to prepare a summary of any post-completion obligations or matters in the deal documents. 

This may include:

• The terms surrounding the payment of any deferred consideration (whether contingent or not).
• The preparation of any completion, earn-out or other special purpose accounts to be prepared following completion — with the timings and specific policies to be applied in their preparation.
• Any financial covenants, information, conduct obligations or consent matters usually contained in any investment agreement or bank facility agreement.
• The terms surrounding the occupation of any properties and related negotiations required with third-party landlords.

5. Prepare a 100-day plan 

In most private equity transactions, management teams — alongside their private equity backers — will prepare a 100-day post-completion plan to cover any key actions and priorities. 

Such plans will often address any recommendations raised in the legal, financial or commercial due diligence reports commissioned by the buyer during the deal process, so it’s always a good idea to involve your advisors in formulating this plan.

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While this list isn’t exhaustive, it serves as a guide to key post-completion considerations and actions. You’ll always need a bespoke post-completion plan that’s unique to your business and transaction. Regardless of what is (or isn’t) included, those who choose to put a plan in place will be better placed to successfully integrate a newly acquired business and avoid missing any deadlines or key actions following completion. 

If you have any questions or would like a no-obligation conversation with one of our M&A specialists, talk to us by giving us a call, sending us an email or completing our contact form below.