M&A closing checklist: what to keep under control
How to turn a deal into a managed process: from cap table and term sheet to closing conditions and post-closing work.
M&A usually slows down when deal control is split across teams: corporate approvals sit in one thread, price mechanics in another, due diligence in a third. Before closing, those tracks should live in one board with owners, dates, and a clear escalation path.
Build the control board before long-form drafting
Start with the cap table, signing authority, corporate approvals, and restrictions in existing contracts. If a change-of-control clause, assignment ban, or missing consent appears only before signing, the negotiation position can shift quickly.
Use the same board to assign ownership: who runs due diligence, who maintains the disclosure schedule, who collects IP documents, and who checks employment, tax, and data issues. One owner per stream reduces the chance that a legal issue gets lost between finance, product, and operations.
Align economics before polishing language
The term sheet should do more than name the price. Check how the purchase price is calculated, whether there is an adjustment, earn-out, escrow, holdback, or deferred payment. These mechanics move risk more than many sentences in the final agreement.
Separate the core allocation points: representations and warranties, liability caps, survival periods, disclosure mechanics, and claim procedure. If the parties leave these open, the SPA discussion often becomes a late dispute about who carries old liabilities, inaccurate data, or undisclosed claims.
Where deals usually slow down
- closing conditions without an owner or date;
- due diligence still open while signing dates are already fixed;
- no single list of consents, filings, and notices;
- a gap between legal drafting and the bank, accounting, or operations process;
- post-closing tasks missing from the integration plan.
What to check before closing
Before signing, reconcile four packs: authority and approvals, payment instructions, closing conditions, and post-closing notices or registrations. In a technology deal, add a separate track for code rights, domains, trademarks, data, and key contractor contracts.
This checklist does not replace due diligence or deal documents. It helps identify where the process is controlled and where risk still depends on facts, jurisdiction, payment structure, or contract wording.