M&A Deal Essentials: Why the Real Work Often Starts After the Deal Is Signed?

The Pre-Closing Actions

For many business owners, signing the share purchase agreement (SPA) feels like the finish line. The key terms are agreed, the purchase price is fixed, and months of negotiations finally come to an end.

In reality, signing is often where the operational complexity begins. The period between signing and closing is not a quiet waiting phase. It is a tightly managed transition in which multiple legal, financial, and practical steps must come together, often under significant time pressure.

Closing Process: What Happens Between Signing and Closing

From a distance, the gap between signing and closing can look procedural. In practice, it runs on parallel workstreams that all need to align at the same time.

Typical examples we see in live transactions include:

• banks needing to be informed, negotiated with, and formally released
• key customers having to waive change of control rights
• shareholder loans being terminated and economically settled
• tax filings already triggered before ownership even transfers
• entire sets of closing deliverables still needing to be drafted and signed

None of this happens automatically. Each item has an owner, a timeline, and dependencies on other parties. What clients often underestimate is how quickly a “short” transition period turns into a coordination exercise across lawyers, banks, management, and counterparties.

Bank Approvals and Debt Repayment: Common Sources of Delay

If financing is involved, the transaction timeline is rarely driven by the parties alone.

Between signing and closing, existing bank debt often needs to be:

• fully repaid, or
• formally released, or
• waived in light of the ownership change

That sounds straightforward. In practice, it means negotiating repayment figures, agreeing on release documentation, and ensuring that security interests are properly lifted, sometimes with institutions that are not directly part of the deal, but still hold a decisive position. We regularly see that even well-prepared processes slow down at this stage, simply because banks operate on their own timelines.

Business Operations Between Signing and Closing

Another misconception is that the business continues as usual until closing.

Legally, it does, but only within limits. After signing, sellers are typically bound by strict obligations to run the business in the “ordinary course”.

That can mean:

• no major investments without approval
• no new financing arrangements
• no changes to key contracts or management structures

At the same time, the business must remain fully operational and commercially stable. For management teams, this creates a very real tension: keeping the business performant, while operating under restrictions introduced by the transaction itself.

Closing Documentation: Why Paperwork Continues After Signing

Clients often feel that by the time the SPA is signed, most documentation is behind them. In practice, the focus simply shifts.

The period before closing typically involves:

• preparing repayment and release agreements with lenders
• executing termination agreements for intra-group arrangements
• drafting shareholder resolutions that only take effect at closing
• collecting confirmations that no value has “leaked” out of the business
• assembling a full closing set that must work simultaneously

This phase is less about negotiation and more about precision. Every document needs to align with the SPA, and with every other document. Delays here are rarely due to legal complexity. They are usually caused by coordination, missing information, or timing mismatches.

Transaction Timetable: Why Closing Dates Often Move

At signing, there is usually a target closing date. On paper, it may even look comfortably achievable.

In reality, the timeline is highly sensitive:

• one delayed approval can shift the entire sequence
• one unsigned document can block closing mechanics
• one unresolved bank issue can affect all payments

The process only works if all pieces fall into place at the same time. That is why the period between signing and closing requires constant monitoring and active management.

Deal Risk After Signing: Protecting Value Before Closing

Perhaps the most important point is this: the deal is not economically secured at signing.

Until closing occurs:

• ownership has not transferred
• the purchase price has not been paid
• key risks still sit where they were before

This is also why SPAs often include detailed protections covering the interim period, for example, rules preventing value leakage or requiring confirmations shortly before closing. From a practitioner’s perspective, this is where transactions are either safeguarded properly or gradually become exposed to avoidable risks.

Closing Execution: Turning a Signed SPA Into a Completed Transaction

In day-to-day practice, the focus does not end with signing the SPA. Equally important is getting the deal across the finish line in a controlled, coordinated way.

The period between signing and closing is not a formality. It is where:

• commitments are translated into reality
• third parties become critical to success
• timing pressure becomes tangible
• and value is ultimately either protected, or lost

For businesses, the takeaway is clear: signing is a milestone, not the end. The transactions that close smoothly are the ones where this interim phase is actively managed, not underestimated.