Not long ago, I was asked to review a share sale and purchase agreement that used a completion accounts mechanism to determine the final purchase price.

What struck me was how many key details about preparing the completion accounts were missing. Those missing details could literally cost millions.

It reminded me how often, in the rush to get the deal done, people say:

“We want to keep it simple.”

I completely understand that sentiment. Everyone wants a smooth process. However, skipping the details now may make things messier and costlier later.

If you’re selling or buying a company and your deal involves completion accounts, make sure the agreement answers these questions in writing:

1. Who prepares the completion accounts?
2. What period should the completion accounts cover?
3. When must the completion accounts be ready and delivered to the other party?
4. What rules or principles apply when preparing the completion accounts (e.g. what items are included, excluded, or adjusted)?
5. How long does the other side have to review and raise disputes?
6. How are disagreements on the accounts resolved?

It’s better to spend a bit more time getting the details right before you sign than fighting over them afterwards.

#MalaysianCorporateLawyer

This post was first posted on LinkedIn on 26 October 2025.