At Dillien, we know that the busiest stage of an M&A transaction often comes just before the finish line. Advisors juggle documents, decisions, and deadlines. Every small oversight can create post-closing complications. The most efficient deal teams succeed because they prepare early and track the right details consistently.
The following checklist outlines key steps advisors can take before closing to protect deal value, streamline execution, and set their clients up for post-closing success. While not exhaustive, it’s a practical guide drawn from experience across countless transactions where preparation made all the difference.
Select Deal Technology That Scales Through Closing
A single, secure platform for due diligence, document sharing, and closing logistics reduces friction across the lifecycle of the deal. Choosing the right data room and workflow tools early avoids migration issues and lost information as the deal progresses.
When: Term sheet
Collect Personal Contact Details for All Security Holders
After closing, advisors, paying agents, and shareholder representatives need to contact selling stakeholders for payments, consents, or dispute resolutions. Company email addresses often deactivate once the acquisition is complete, so personal contact information ensures continuity.
When: During due diligence
Review Employee and Director NDAs
Existing confidentiality agreements can inadvertently restrict necessary communication with employees or directors post-closing. Advisors should flag potential conflicts and coordinate with counsel to clarify permissions in advance.
When: During due diligence
Establish a Post-Closing Expense Fund
Even after closing, legal, accounting, and administrative costs continue. Setting up a dedicated expense fund, with clear contribution mechanics, ensures those costs can be covered efficiently without additional client friction.
When: By signing
Define Post-Closing Payment Responsibilities
Determine in advance who will process payments to option holders and other stakeholders. If the buyer assumes responsibility, ensure seller payroll systems remain active and accessible to avoid tax or reporting issues. If a third-party paying agent is used, engage them early to align on mechanics.
When: By signing
Prepare a Verified Allocation Spreadsheet
The allocation of proceeds among shareholders must be accurate and complete. Errors discovered late in the process can delay distributions or require costly recalculations. A verified, advisor-reviewed spreadsheet ensures smooth payment execution.
When: By signing
Provide the Shareholder Representatives With Data Room Access or Copy
Allowing the shareholder representatives limited access to key diligence materials helps them address post-closing inquiries or disputes efficiently. Clearly document the scope and duration of that access to protect confidentiality.
When: By signing
Identify Continuing Management and Board Participants
Post-closing disputes often require context from individuals who were involved pre-closing. Identify which managers or directors can assist and address any potential conflicts, for example, those joining the buyer post-acquisition.
When: By signing
