Corporate Finance Workshop – Sale & Purchase Agreement Completion Mechanism

The completion mechanism is an area that can make a significant difference to the gross price paid for shares in a Mergers & Acquisitions (M&A) transaction. Corporate lawyers and financial advisers work closely on deals to ensure that their mutual client’s position is optimised, whether they are a buyer or a seller.

We are offering a free online workshop for corporate lawyers who would like to understand more about the financials that lie behind the completion mechanism wording in the Sale & Purchase Agreement. The 45-minute session, which can be arranged at a time to suit you, will be presented by a team of corporate finance experts who have extensive experience in negotiating the completion mechanism for clients, both on the buy-side and the sell-side.

If you would like to speak to our team about arranging a workshop session, you can email Rod Mathers by clicking the button below.

What we would cover:

  • Enterprise value versus equity value
  • The buyer versus seller perspective
  • Completion accounts versus locked box mechanism
  • What does cash free / debt free actually mean and the definition of debt
  • What is “normal” working capital
  • Goodwill plus net assets
  • Taxation
  • Unusual situations and case studies

Our team

Rod Mathers

Rod Mathers

I joined Henderson Loggie as a Partner in 2015 and lead the firm’s Corporate Finance team. I have enjoyed many years advising business owners on their succession plans or working with them to achieve their…
Ian McDonald

Ian McDonald

I am a Director in the Corporate Finance team covering our Aberdeen & Dundee offices. I have been a finance professional of over 15 years and joined Henderson Loggie in September 2018, coming from an…
Dawn MacDougall

Dawn MacDougall

I was previously head of tax in EY’s Inverness office where I worked with owner-managed businesses and landed estates throughout the UK. I qualified as a Chartered Accountant in EY’s Edinburgh office and before re-joining…
Robin Denissen-McIntosh

Robin Denissen-McIntosh

I am an ACCA qualified accountant and work as a Manager in the Corporate Finance team covering our Aberdeen & Dundee offices. I joined Henderson Loggie in February 2020, after spending several years as a…


The information provided in the workshop is of a general nature and seeks to highlight some of the financial issues to be considered when negotiating the completion mechanism in the sale and purchase agreement. Attendees should not rely on this information without seeking professional advice on its application in their circumstances.