In many M&A deals, signing and closing do not happen on the same day. Weeks, sometimes months, can separate them. Why? Because certain conditions precedent must be fulfilled before the transaction can close. These conditions are not just formalities, they are safeguards that protect both buyer and seller.

In M&A, an earn-out can be the bridge between a seller’s expectations and a buyer’s caution. It is not just a payment mechanism, it is a strategic tool that aligns interests and smooths the transition. But here is the catch: if poorly drafted, it can turn into a source of disputes and frustration. At dups, we make sure earn-outs work as intended, protecting value and building trust.

The locked box mechanism is widely used in M&A deals. It sounds simple: fix the purchase price before closing based on a balance sheet at a specific date, often 31 December. No post-closing price adjustments, no surprises. But simplicity can be deceptive. If you do not structure it properly, you risk disputes, leakage, and unnecessary friction.

Yes, you can sell your business without guidance. But in practice, it is often riskier and far more expensive than expected. Complex deals are not just about price, they are about process. At dups, we have seen entrepreneurs lose money because of avoidable mistakes. Here are the five most common pitfalls and how to steer clear of them.

Selling your company is not just about price, it is about process. A well-prepared exit maximises value, minimises risk, and accelerates closing. Poor preparation costs time, credibility, and often millions. At dups, we turn preparation into your strongest negotiation weapon.

Buying a company is not just about finding a good price. It is about securing the right target, structuring the deal, and protecting your future. Complex acquisitions can create outsized wins or costly mistakes. That is why having an experienced M&A advisor is not a luxury, it is a necessity.

Most deals fail before they start. Why? Poor preparation. In M&A, documentation is not admin, it is strategy. It builds trust, accelerates execution, and protects your leverage. If you are planning to raise funds, acquire, or exit, preparation is your negotiation weapon.

Reps and Warranties are designed to protect buyers against undisclosed liabilities after closing. But what happens if the seller cannot honour them? Solvency post-closing is a critical issue that is often underestimated. A warranty without enforceability is just words on paper. If you are planning an acquisition, you need more than promises, you need mechanisms that make those promises executable.

Closing day feels like the finish line, but in reality, it is just the start of a new risk phase. In M&A, what you do not see can cost you. Hidden liabilities can turn a dream acquisition into a nightmare. That is why every entrepreneur preparing for an acquisition needs to understand one thing: protection does not end at signing.