A smooth signing and closing require careful detail and preparation. The exercise must, therefore, be well organized so that last-minute issues do not hold up the process.
Typically the signing and closing process is the responsibility of the Legal function. They take on the responsibility of organizing the process, obtaining signatures, and drafting and negotiating all closing documents.
The Legal Function typically compiles a deal completion checklist from the sharer & purchase agreement. This document summarizes all the activities that need to be completed before closing. The steps outlined here ate typical as part of the closing process.
Executive sponsor, separation manager and deal team
Meeting Agenda, Whiteboard, Strategy Documents
Spend one day or more to prepare materials for a two hour play.
All required regulatory approvals and third-party consents, such as transfers of contracts, that have a change of control provision and therefore require consent will need to have been secured. Typically, private transactions do not require regulatory approval.
The other party’s representations and warranties will have been true when made and remain true at closing, and they will require that the other party will have complied with its pre-closing covenants.
Board or shareholder approvals are required in most transactions to affect the transaction, in addition to any contractual or statutory requirements that may have to be met. If opinions of counsel are to be supplied by each party to the other party, the law firms supplying the opinions need to complete due diligence.
Obtain certificates regarding the validity of the corporations entering into the agreements. Also, make filings with the applicable government and regulatory entities in the appropriate jurisdictions. This will satisfy any laws in those jurisdictions.
Before any divestiture, management needs to get an upfront assessment of their current resources. An organizational readiness assessment is a formal analysis and measurement of the seller’s ability to undertake such a major initiative.