Crafty Counsel

    Getting to Closing

    Simon Grimshaw and Ben WhiteHogan Lovells and Crafty Counsel

    Posted 15 days ago
    Getting to Closing

    About

    Share Purchase Agreement all signed up, and just waiting for closing? Now’s the time to focus. Simon Grimshaw, Senior Associate at Hogan Lovells, talks with Ben about the risks to a transaction that arise between signing and completion.

    Simon’s two big points that get negotiated are termination rights and pre-completion conduct, particularly relating to obtaining third party consents to the transaction.

    Simon’s lesson that he would share with his younger self relates to the interaction of interim covenants and repeating warranties. And, Simon shares a deal war-story that demonstrates how restrictions on pre-completion conduct can inadvertently cut across the parties’ very intentions for the business being acquired.