Review the completion accounts clause before it drives the price

It is usually worth getting when the purchase price will be adjusted after completion by reference to accounts prepared at or after settlement, especially where working capital, cash, debt or similar figures are central to the deal. These clauses can materially affect value even if the headline price looks settled. A review is also useful where the drafting is dense, accounting terms are undefined, or the parties have different assumptions about what the adjustment is meant to achieve. Catching those issues early can help avoid expensive arguments later.

We commonly look for unclear definitions, inconsistent use of accounting concepts, gaps in the timetable for preparing and challenging the accounts, and wording that leaves too much room for disagreement after completion. Another common issue is a mismatch between the commercial deal and the clause itself, such as a working capital target that is not properly reflected in the drafting. We also check who has control over preparing the accounts, what records can be accessed, and whether the objection process is workable if the parties disagree.

Both buyers and sellers use this service, because the completion accounts clause can shift value in either direction. Buyers may want comfort that debt, cash and working capital adjustments are being measured in a fair and usable way. Sellers may want to avoid a mechanism that gives the buyer too much discretion after completion or creates broad opportunities to argue down the price. The legal review is framed from the position of the client we act for, with comments on how the clause affects that party's risk and leverage.

The standard service covers the review, written comments and discussion of the mechanism itself. If you want us to take the next step and negotiate wording changes with the other side, that can usually be quoted as additional work. In some matters, a short set of marked-up changes may be enough. In others, the completion accounts clause is tied to wider sale agreement issues such as warranties, debt treatment or completion deliverables. If the matter moves into broader negotiations, we can scope that separately so the work remains clear.

Once the issues are identified, the next step is usually to decide which points are drafting fixes and which are commercial negotiation points. For example, an undefined accounting term may need clearer wording, while a disputed working capital target may require a commercial decision between the parties. We can explain the significance of each issue and help you prioritise what should be raised first. From there, you may choose to revise the clause, ask the other side targeted questions, or obtain further support on the wider sale documents if needed.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Completion Accounts Mechanism Review service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.