Meaning and transaction use
An SEC-filed agreement requires completion accounts and a completion schedule showing purchase-price adjustments and the final purchase price within a stated period after completion. It also specifies preparation under an agreed annex. [S1]
Another SEC-filed share purchase agreement describes completion accounts covering working capital, cash and financial debt, supported by underlying accounts, with seller access, objections and an expert procedure. [S2]
Proposed control method: maintain a contract-to-account mapping for every line, reconcile the provisional estimate to the final statement and record each disputed item with its amount, evidence and contractual basis.
Worked example
Illustrative completion-accounts bridge only. Assume enterprise value of 90.0 million, completion debt of 28.0 million, completion cash of 7.0 million, a 1.5 million working-capital shortfall and a 0.5 million seller-favourable other adjustment.
Scroll the table horizontally to view all columns.
| Measure | Calculation | Result |
|---|---|---|
| Enterprise value | Given | 90.0m |
| After debt and cash | 90.0 - 28.0 + 7.0 | 69.0m |
| After working-capital shortfall | 69.0 - 1.5 | 67.5m |
| Illustrative final equity purchase price | 67.5 + 0.5 | 68.0m |
| Net completion adjustment from enterprise value | 68.0 - 90.0 | -22.0m |
The illustrative final equity purchase price is 68.0 million. The calculation depends on the assumed contractual definitions and excludes any unlisted adjustment.
Proposed transaction review process
Extract the rules
Map price components, account definitions, accounting hierarchy, cut-off, deadlines and dispute provisions.
Prepare the statement
Apply the agreed perimeter and policies to completion-date balances with account-level support.
Review and object
Provide contractual access, log questions and state each objection with amount, evidence and agreement reference.
Finalise and settle
Resolve agreed items, refer remaining disputes as provided and reconcile the final payment and ledger entries.
Evidence checklist
Agreement evidence
Price clause, definitions, accounting principles, example statement and dispute procedure.
Balance evidence
Ledgers, bank statements, debt confirmations, ageing, inventory and cut-off support.
Adjustment evidence
Working-capital, cash, debt, tax, leakage and other schedules with cross-references.
Resolution evidence
Questions, objections, responses, expert decision, final statement and payment record.
Decision framework
| Situation | Proposed action |
|---|---|
| The accounting policy conflicts with past practice | Apply the contract's hierarchy and quantify the effect of each interpretation. |
| An item could appear in two adjustments | Assign one treatment and reconcile all schedules to prevent double counting. |
| Supporting data arrives late | Record the contractual consequence and preserve rights under the review timetable. |
| A dispute remains unresolved | Follow the agreed escalation and expert-determination process for the specified items. |
Common errors to check
- Treating statutory accounts as the contractual completion accounts without adjustment.
- Changing classifications between the estimate and final statement.
- Missing cut-off evidence for receipts, payments, accruals or inventory.
- Allowing the objection deadline to pass without a complete issue record.
Build the completion statement
Bring the signed price definitions, provisional statement and completion-date records to a completion-accounts review. Reconcile every line, protect the review timetable and quantify each disputed item.
Discuss the transactionPrimary references and editorial scope
- SEC filing: Completion accounts and completion schedule
Example preparation timetable, completion-date accounts, purchase-price adjustments and final purchase price. Reference checked 17 September 2026. - SEC filing: Completion accounts review and dispute procedure
Example scope, supporting accounts, access rights, objection notice and expert procedure. Reference checked 17 September 2026.
General transaction education using public United States filings that contain transaction agreements. Figures are hypothetical. The executed agreement, accounting hierarchy, tax treatment, currency and jurisdiction govern the actual completion calculation.
General business information. Obtain advice appropriate to the legal, tax, accounting and financing facts. No offer, lender commitment or transaction outcome is represented. All worked examples use expressly assumed figures. Editorial draft date: 17 September 2026.
