SSS · SPA & Share Transfer Agreements

Locked box or completion accounts?

A seller who wants a fast, predictable closing prefers a locked box; a buyer who wants the current financial reality prefers completion accounts. The choice is determined by data quality an…

Updated · July 20261 min readCategory · SPA & Share Transfer Agreements
Short answer

A seller who wants a fast, predictable closing prefers a locked box; a buyer who wants the current financial reality prefers completion accounts. The choice is determined by data quality and bargaining power.

A seller who wants a fast, predictable closing prefers a locked box; a buyer who wants the current financial reality prefers completion accounts. The choice is determined by data quality and bargaining power.

The trade-off is where economic risk sits. A locked box fixes the price on the locked-box date, so the buyer carries the business from then on — which makes a tight “leakage” definition and recent, reliable accounts essential. Completion accounts keep the true-up but invite a post-closing measurement dispute. Data quality usually decides which is safer.

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SPA & Share Transfer Agreements

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