Closing
Depending on the nature of the agreement signed before (e.g. preliminary, conditional or promissory agreement, final agreement subject to a condition, or the like), the transaction is carried out by the parties signing the operative agreement, in the form required by law, together with enclosures (e.g. list of documents disclosed to the acquirer during due diligence, price adjustment mechanisms, entities subject to non-competition) and any related documents under which the title to the target is finally transferred to the buyer (referred to as “closing” or “completion”). Often this will be accompanied by conclusion of an agreements governing the future cooperation of the parties, e.g. a shareholders’ agreement (typically in the case of a joint venture or agreements specifying the terms for dividing the operations. It may also be necessary to prepare documents connected with the changeover in management or laying down the rules for continuing cooperation with the existing management or key employees.
If it is a deal involving shares in a joint-stock company, it will also be necessary to transfer possession of the share certificates (in the case of registered shares) or deliver share certificates to the buyer (in the case of bearer shares).