Jurisdiction(s):
United Kingdom

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Key definition

Style definition

What does Style mean? In legal practice, a style is a precedent or template for a document, used as a model when drafting similar documents (for example, contracts, deeds, pleadings, affidavits, company resolutions and wills). The term is descriptive rather than statutory; it is widely used in Scotland and understood across England and Wales, Northern Ireland and Ireland, where ‘precedent’ is more common. A style typically provides boilerplate wording, standard clauses and optional alternatives (often shown in square brackets), sometimes with drafting notes. Styles appear in firm house-style collections and published style books or formbooks. Practitioners must adapt any style to the client’s facts, transaction, forum...

UK Private M&A: A-Z Glossary of Share and Asset Purchase Terms, Concepts and Transaction Documents

Published by a LexisNexis Corporate expert

Practice notes

Private M&A (share sale and asset sale)—glossary of terms

A Term Description

accounts date deal

On a transaction priced by reference to an accounts date in a share acquisition, the purchaser sets the consideration by looking at the last audited accounts (together with any other information uncovered through due diligence), and the SPA contains no built‑in price adjustment mechanism (save to the extent of warranty or covenant claims). A straightforward accounts‑date model is now rarely adopted, as it affords the buyer no safeguard (other than the specific protections within the tax covenant) in respect of the conduct of the target (or its group) after the accounts date. For more detail, see Practice Note: Completion accounts, accounts date and locked box and tax, under the heading ‘Accounts date’.

Anti-embarrassment clause

These provisions usually state that the seller becomes entitled to a further monetary sum for the shares or assets transferred to the buyer under the SPA or APA if, within a specified period following completion of the original sale, the buyer resells or otherwise disposes of those sale shares or assets, or an exit takes place (for example, a flotation of the target’s shares). In practice, however, such clauses are not...

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Web page updated on 22/05/2026

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