Sale and Purchase Agreement Advisory
PROTECTING VALUE AND REDUCING RISK ACROSS TRANSACTION LIFECYCLE
In today’s dynamic M&A environment, poorly structured sale and purchase agreements can erode deal value and lead to costly post-close disputes.
CohnReznick’s Advisory professionals combine deep transaction experience, technical accounting expertise, and dispute resolution capabilities to guide clients across the full lifecycle of the SPA – from pre-signing through post-close resolution. We support both buyers and sellers, bringing a balanced perspective that enables practical, commercially focused solutions at every stage of the transaction.
SPA-related risks often arise from:
- Ambiguities in financial definitions and purchase price mechanisms
- Misalignment between diligence findings and contractual terms
- Complexity in closing accounts or locked box arrangements
- Disputes over working capital, earn-outs, or indemnification claim
Our team has experience resolving disputes across a wide range of accounting and transaction issues:
- Purchase price mechanisms, including locked box and completion accounts
- Working capital and net debt adjustments
- Earn-outs and performance-based incentives
- Leakage analysis and value protection considerations
- Interpretation of purchase agreements and contract terms
- Purchase price calculations and related adjustments
- Revenue recognition and inventory valuation
- Reserves, accruals, and management estimates
- GAAP, IFRS, and other accounting frameworks
Service offerings
We help buyers and sellers establish clear, commercially sound SPA terms by advising pricing mechanisms, financial definitions, and key diligence considerations. Our team supports drafting and negotiations to reduce ambiguity and protect value before the deal is signed.
We support a smooth path to closing by preparing and reviewing estimated closing statements and helping reconcile differences between parties. Our focus is on aligning expectations and minimizing surprises at closing, reducing the risk of last-minute disputes or value leakage.
We assist with post-closing true-ups, purchase price adjustments, and dispute resolution to help ensure a fair and efficient outcome. Our team also provides expert witness support in arbitration and litigation environments.
Learn about our Litigation and Dispute Resolution services (Opens a new window)
When disputes arise, we provide independent, objective analysis to evaluate positions, support negotiations, and/or serve as a neutral decision-maker. Our experience as expert witnesses and independent accountants helps bring clarity and resolution to complex matters.
The CohnReznick Advantage
The CohnReznick Advantage
Deep technical expertise
Our professionals bring strong knowledge of GAAP and financial reporting standards to complex transaction scenarios.
Balanced perspective
We advise both buyers and sellers, enabling pragmatic, commercially sound solutions.
Dispute resolution experience
We have experience serving as expert witnesses and independent arbitrators in purchase price disputes.
End-to-end lifecycle support
From diligence insights through post-close dispute resolution, we provide seamless support across the full transaction lifecycle.
Related services
Our solutions are tailored to each client’s strategic business drivers, technologies, corporate structure, and culture – addressing any industry-specific needs.