Signing

Signing is the point at which the parties to a corporate transaction legally execute the purchase agreement (Share Purchase Agreement or Asset Purchase Agreement). Signing creates the binding obligation to transfer the business, whereas the actual transfer takes place only at closing. The two steps coincide only in simple transactions.

There is often a period of weeks or months between signing and closing, during which conditions precedent must be satisfied – such as merger control clearances, board or shareholder approvals, or the repayment of existing financing. During this phase, mechanisms such as the MAC clause protect the buyer against material adverse changes.

In the German Mittelstand, thorough preparation of the signing is decisive for transaction success. In our transaction structuring, we prepare the contract documents and the catalogue of conditions so that signing runs smoothly and the subsequent closing support remains predictable.