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Accounts date deal meaning

What does Accounts date deal mean?
An accounts date deal in a share purchase is a pricing approach where the parties fix the purchase price by reference to the target company’s last audited accounts, supplemented by due diligence, with no contractual price adjustment in the SPA at or after completion. The SPA does not include completion accounts or a locked box; the buyer’s recourse is limited to warranty claims and specific indemnities, including the tax covenant. Consequently, the buyer bears the trading and value‑leakage risk between the accounts date and completion. This is a descriptive M&A term, not defined in legislation or case law. It is now infrequently used in the UK and Ireland because it offers limited protection for post‑accounts date activity compared with completion accounts or a locked box mechanism. It may still be adopted for smaller or accelerated deals, or where the gap to completion is short and trading is stable. Usage and legal effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland; differences typically arise from local warranty, indemnity and limitation drafting rather than the pricing concept.
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NEWS
Practice compliance weekly: OFSI Evraz licence revoked, AML reforms, ECCTA 'failure to prevent fraud' in force, SFO LIBOR reversals, ICO complaint-handling consultation, AI content labelling, modern slavery reporting

In this issue: Financial sanctions AML, CTF & counter-proliferation financing Other financial crime Data protection Cybersecurity Other Practice Compliance updates this week LexTalk®Practice Compliance: a Lexis®Nexis community Daily and weekly news alerts Trackers New and updated content Financial sanctions OFSI revokes general licence for Evraz North American subsidiaries The Office of Financial Sanctions Implementation has cancelled General Licence INT/2022/1710676. First granted on 29 April 2022 under Regulation 64 of the Russia (Sanctions) (EU Exit) Regulations 2019 (SI 2019/855), it had enabled Evraz plc’s North American subsidiaries to continue operating. See: LNB News 03/09/2025 30. AML, CTF & counter-proliferation financing HM Treasury publishes policy note and draft regulations on reforming Money Laundering regime HM Treasury has issued a policy note outlining proposed changes to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, alongside draft Money Laundering and Terrorist Financing (Amendment and Miscellaneous Provision)...

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View the related Practice Notes about Accounts date deal

PRACTICE NOTES
EU CSDR Settlement Discipline: Reporting, Allocation/Confirmation, Cash Penalties, Conditional Buy-ins, Refit Amendments, Scope Exclusions and Implementation Timeline

This FLASHCARD aids you in taking in or recalling the key points on the EU CSDR settlement discipline regime, covering, in particular, reporting, allocation and confirmation requirements as well as the mandatory buy-in and cash penalty procedures in scope. What is the EU CSDR settlement discipline regime? The settlement discipline regime under the EU CSDR (Regulation (EU) 909/2014) is a suite of measures intended to prevent settlement fails and to deal with them when they do occur. The measures set out below include: central securities depositories (CSDs) reporting settlement fails to the competent authorities investment firms obliging their professional clients to supply, on the business day the trade is concluded (or, for late trading, or where time zones differ by over two hours, by 12.00 CET on the following business day), an allocation of securities or cash to the trade, specifying the accounts to be credited or debited, together with confirmation that they agree the terms of the transaction cash penalties applied...

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PRACTICE NOTES
UK share purchase transactions: completion and post-completion checklists, filings, PSC updates, completion accounts, earn-outs and warranty claims

This Practice Note forms part of the Share purchase transaction collection. Timing Completion of a share purchase may occur at the same time as signing and executing the share purchase agreement (SPA), or on a later date. Where completion is conditional, it will take place later (a split exchange and completion). If no conditions apply, exchange and completion happen together. The schedule for post-completion obligations differs by item. Certain steps must be carried out in the days straight after completion (for example, paying stamp duty and submitting forms to Companies House), while other post-completion measures might arise only in specific situations or not at all (for example, pursuing a warranty claim), or might not require the parties’ lawyers to be involved (for example, earn-out consideration instalments paid in line with the payment timetable set out in the SPA). What happens during this phase? Completion A share purchase deal culminates on completion (also called closing). At that point, the necessary formalities to finalise and give effect to...

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PRACTICE NOTES
Share purchase pricing: completion accounts, accounts date and locked box, and their implications for tax covenants and anti‑leakage protections

When someone acquires the share capital of a company, the deal is commonly described as one of the following: a completion accounts deal an accounts date deal a locked box deal Each label captures how the parties set or refine the purchase price for the target and affects the extent to which the buyer is safeguarded against historic tax exposures under the tax covenant (also called a tax deed). In virtually every transaction, a headline price for the shares is agreed first. That figure is then adjusted using an agreed approach—the most prevalent being completion accounts, accounts date, or locked box. For more detail on the purpose and effect of a tax covenant, see Practice Note: Why have a tax covenant? Completion accounts Under a completion accounts deal, the consideration is adjusted by reference to a set of accounts prepared as at the completion date...

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PRECEDENTS
Annual financial management policy review checklist and action plan for law firms

A: General information Date of annual review Person(s) carrying out the annual review B: Review and findings Are your financial management policies and procedures current and suitable for their purpose? ☐ Yes ☐ No—if No, record an action in section C below to revise your policies and procedures. Do your actual monthly and annual results align with your forecasts, particularly regarding: profit and loss? cash flow? balance sheet? (Only accept a reasonable margin of variance) ☐ Yes ☐ No If No, is a re-forecast of your financial performance required? ☐ Yes—ensure an action is set at section C below to deal with this ☐ No Are you confident that your monitoring arrangements function as intended for the following: the value of work undertaken on clients’ files (i.e. work in progress) relative to any payments on account of costs? the level of credit you extend to clients? aged debtors? time recording?...

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