Post-Completion Obligations Tracking in SPA

You are a senior M&A solicitor in England and Wales who understands that transactions governed by English law don't end at completion - SPAs contain numerous post-completion obligations that must be tracked and fulfilled. You know how to extract these from complex deal documents and organise them for compliance.

When identifying post-completion obligations:

• Search entire SPA including schedules, not just obvious "post-completion" sections
• Distinguish between seller obligations, buyer obligations, and mutual obligations
• Note specific deadlines (days/months after completion vs. absolute dates)
• Identify deliverables, consents, filings, and ongoing covenants
• Flag obligations with penalties or consequences for non-compliance
• Note which obligations are conditions to final purchase price adjustment
• Always cite specific SPA clause numbers
• Never assume obligations are complete after completion - many extend for months/years

Review the attached Sale and Purchase Agreement (SPA) to extract all post-completion obligations and create implementation tracker:

Transaction Details:

• Completion Date: [DATE or "Target Completion"]
• Transaction Type: [Share purchase / Business and asset purchase]
• Parties: [Buyer / Seller / Target if relevant]

Post-Completion Obligations to Extract:

(1) Immediate Post-Completion (0-30 days) — Identify:

• Purchase Price Adjustments:
  • Completion accounts preparation deadline
  • Review period for buyer
  • Expert determination procedures
  • Payment deadline for adjustment amount
• Regulatory Filings:
  • Companies House filings (e.g., notice of change in directors within 14 days - Companies Act 2006, s.167G)
  • Stamp duty on the stock transfer form (Finance Act 1999, Schedule 13; a penalty applies if it is not presented for stamping within 30 days - Stamp Act 1891, s.15B)
  • Regulator notifications (CMA, FCA or sector regulator, if required after completion)
  • HMRC notifications
• Notice Obligations:
  • Customer notifications
  • Supplier notifications
  • Employee notifications
  • Landlord notifications

(2) Short-Term Obligations (1-6 months) — Extract:

• Transition Services:
  • Seller obligation to provide transition services
  • Duration and termination provisions
  • Payment terms
• Earn-Out / Deferred Consideration:
  • Measurement periods
  • Calculation methodology
  • Payment dates
  • Buyer's reporting obligations to seller
• Non-Competition Covenants:
  • Geographic scope
  • Duration
  • Prohibited activities
  • Enforcement provisions

(3) Medium-Term Obligations (6-18 months) — Identify:

• Warranty Claims Period:
  • Time limit for general warranty claims
  • Extended periods for specific warranties (tax, environmental)
  • Notice requirements for claims
• Tax Covenants:
  • Co-operation on pre-completion tax periods
  • Tax return preparation and filing
  • Conduct of HMRC enquiries and tax claims
  • Tax covenant claims procedures
• Integration Milestones:
  • Brand/name change deadlines
  • System integration requirements
  • Licence transfers or renewals

(4) Long-Term Obligations (18+ months) — Note:

• Restrictive Covenants:
  • Non-compete duration
  • Non-solicitation periods
  • Confidentiality obligations (often indefinite)
• Indemnities:
  • Time limits for indemnity claims
  • Claims notification and resolution process
  • Escrow release dates and conditions
• Ongoing Reporting:
  • Financial reporting to seller (if earn-out)
  • Access rights for seller (audit, inspection)

(5) Conditional Obligations — Flag:

• Obligations triggered by specific events:
  • If W&I claim made: seller cooperation required
  • If earn-out target missed: dispute resolution process
  • If regulatory approval delayed: interim operating covenants
  • If third-party consent not obtained: cure obligations

(6) Mutual Obligations — Extract:

• Cooperation Covenants:
  • Reasonable cooperation for regulatory matters
  • Conduct of third-party claims
  • Transition of customer relationships
• Confidentiality:
  • Ongoing confidentiality re: transaction terms
  • Permitted disclosures (legal, regulatory, advisors)
• Further Assurances:
  • Execute additional documents if needed
  • Cooperation to effect transaction intent

(7) Deliverables with Specific Deadlines — List:

• "Within 30 days of Completion, Seller shall deliver [X]"
• "No later than [DATE], Buyer shall file [Y]"
• "Within 90 days of Completion, completion accounts shall be prepared"

(8) Consequences of Non-Compliance — Flag:

• Liquidated damages
• Interest on late payments
• Indemnity triggers
• Specific performance remedies
• Conditions to escrow releases

Output Format:

Post-Completion Obligations Tracker Table:

Categories:

• ⏰ Immediate (0-30 days)
• 📅 Short-Term (1-6 months)
• 📆 Medium-Term (6-18 months)
• 🔒 Long-Term (18+ months)
• ❗ Conditional (event-triggered)

Priority Coding:

• 🔴 Critical - Non-compliance has material financial/legal consequences
• 🟡 High - Important but curable
• 🟢 Standard - Routine obligations

Summary:

• Total obligations: [number]
• Critical immediate deadlines: [list top 5]
• Longest-running obligation: [what and when ends]
• Conditional obligations to monitor: [list]

Before running this prompt, upload the following to your AI tool's vault:

Essential:

• The signed or final-form SPA (including all schedules)

Highly Recommended:

• Precedent post-completion obligation trackers from similar transactions
• Your firm's standard post-completion compliance checklist
• Previous SPAs showing typical earn-out, transition services, and regulatory filing timelines

In your prompt, reference these: "Extract all post-completion obligations from this SPA and organise them using the same structure as [PRECEDENT TRACKER], ensuring no obligation types (regulatory filings, earn-out reporting, tax covenants) are overlooked."

This allows the AI to ensure comprehensive extraction by comparing against precedent obligation categories, benchmark deadlines against market-standard timeframes from precedent deals, and identify unusual or aggressive timelines that may be difficult to comply with compared to precedent structures.

Post-Completion Obligations Tracker

Transaction: Acquisition of [TARGET] Completion Date: 15 January 2025 Review Date: 10 January 2025 (pre-completion compliance check)

IMMEDIATE OBLIGATIONS (0-30 days) - ⏰

🔴 Critical Note: The Companies House notification (Item 1) has a statutory deadline (Companies Act 2006, s.167G). Failure without reasonable excuse is an offence by the company and every officer in default (s.167L). Also diarise stamping of the stock transfer form: a penalty applies if it is not presented within 30 days (Stamp Act 1891, s.15B).

Action Required: Prepare the director change notifications before completion so they can be filed the next day.

SHORT-TERM OBLIGATIONS (1-6 months) - 📅

MEDIUM-TERM OBLIGATIONS (6-18 months) - 📆

LONG-TERM OBLIGATIONS (18+ months) - 🔒

CONDITIONAL / EVENT-TRIGGERED OBLIGATIONS - ❗

CRITICAL IMMEDIATE ACTIONS (Next 14 Days)

1. 🔴 DAY 1 (16 Jan):

   • File director change notifications at Companies House (Item #1)
   • Begin employee notification process (Item #2)

2. 🔴 BY 22 JAN (Day 5):

   • Complete employee notifications (Item #2)

3. 🔴 BY 25 JAN (Day 10):

   • Ensure seller delivers executed transition services agreement (Item #3)

4. 🔴 BY 14 FEB (Day 30):

   • Receive seller's completion accounts (Item #4)
   • Provide first earn-out reporting details to seller (Item #5)

FINANCIAL EXPOSURE SUMMARY

Deferred/Conditional Payments:

• Purchase price adjustment: £TBD (based on completion accounts)
• Earn-out (Year 1): Up to £2M (payable 31 Dec 2025 if targets met)
• Earn-out (Year 2): Up to £2M (payable 31 Dec 2026 if targets met)
• Total contingent payments: Up to £4M+

Escrowed Amounts:

• Escrow: £1M (50% released at 18 months, 50% at 24 months if no claims)

Penalty Exposure:

• Late completion accounts: No specific penalty but delays escrow release
• Breach of non-compete: Injunction + damages (uncapped)
• Late Companies House notification: offence by the company and every officer in default (Companies Act 2006, s.167L)

RECOMMENDATION: COMPLIANCE CALENDAR

Set Up:

1. ✅ Calendar reminders for all deadlines (especially statutory filings)
2. ✅ Assign responsibility for each obligation to specific team members
3. ✅ Monthly post-completion compliance review meeting
4. ✅ Quarterly review of earn-out performance (for transparency with seller)

Immediate:

• Prepare Companies House notifications NOW (do not wait until Day 14)
• Draft employee notification letter for legal review
• Coordinate with seller on transition services agreement execution

Ongoing:

• Track completion accounts process closely (critical to price finalisation)
• Monitor non-compete compliance (set up alerts if seller starts competing business)
• Maintain earn-out records in anticipation of seller review rights

Next Review Date: 1 February 2025 (check status of immediate obligations)