United Kingdom: Accounting Standards

Structuring the payment of a target company in a Share-Purchase Agreement ("SPA") is an important factor for both the seller of the target and the buyer throughout negotiations.

Share Purchase Agreements (SPAs) often include earn-out provisions, which align buyer and seller interests but can lead to disputes over definitions, post-sale control, financial reporting, and payment timing. Clear drafting, third-party audits, and dispute resolution mechanisms help mitigate conflicts.

The Pensions Regulator encourages employers and trustees to consider running-on in defined benefit (DB) endgame planning, offering potential member benefit increases and surplus refunds, despite some accounting challenges.