Those who read the M&A contract on closing day
pay the price.
The Share Purchase Agreement is the gravitational centre of every transaction. Warranties, indemnities and liability mechanics determine whether the negotiated purchase price remains the price actually paid, or whether subsequent claims retroactively devalue the deal.
Transaction-proven. Liability-optimised. SME focus.
Why SPAs fail, and how to prevent it
I've received an SPA draft and don't know whether the warranty and indemnity clauses are market-standard.
I don't understand the difference between representations and indemnities and don't know which to demand.
I fear unknown risks surfacing after closing while the seller is no longer liable.
I want to set liability caps correctly but have no market benchmark.
Does this sound like your situation?
Let's clarify in a free initial consultation whether and how we can help.
The SPA as an economic steering instrument
Our SPA analysis in four steps
Warranty mapping
Systematic capture of all warranties and indemnities in the contract draft. Benchmarking against market standard and sector practice.
Risk analysis
Identification of economically material clauses: Where are the greatest liability risks? Which warranties are missing?
Liability mechanics optimisation
Calibration of basket, de minimis, cap and limitation periods. Ensuring the mechanics fit the transaction size.
Build negotiation position
Creation of a prioritised amendment catalogue with economic rationale for each position.
- Systematic warranty review
- Liability mechanics benchmark (basket, cap, limitation)
- Prioritised amendment catalogue with economic rationale
- Negotiation support for SPA finalisation
Results of our SPA reviews
Average liability reduction
Checkpoints in warranty catalogue
Typical review duration
Success rate in renegotiations
Results vary depending on transaction size, sector and negotiation position.
What happens without a professional SPA review?
- Liability gaps: Missing warranties mean the buyer assumes unknown risks - without recourse.
- Over-liability: Sellers who accept non-market caps risk subsequent claims that consume the purchase price.
- Post-closing disputes: Ambiguously drafted clauses lead to interpretation disputes lasting years and costing six-figure legal fees.
- Value destruction: One in three M&A deals experiences post-closing disputes - the majority would be avoidable through better contract design.
Frequently asked questions about SPA analysis
Further M&A topics
Your SPA deserves a second opinion.
We review your contract draft for economic risks, missing warranties and non-market clauses, and deliver a prioritised amendment catalogue.
Related Topics
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