Closing and drafting for M&A transactions

Every M&A deal ends the same way: on paper

The quality of your drafting and closing defines how smoothly that finish line is crossed.

At dups, we handle the final drafting, signing, and execution of your transaction, integrating both legal precision and financial logic. From last-minute redlines to funds flow, our team ensures your deal closes cleanly, accurately, and on time with no hidden gaps.

Why closing is where deals are won or lost

Most of the value you've built through months of negotiation can be lost in the final 5%. Misaligned documents, missing schedules, and unclear closing mechanics create friction, delay transfers, or even reopen negotiations.

We prevent that. Our closing and drafting services ensure every clause, signature, and payment aligns with the deal you actually negotiated.

Our approach: from draft to done

1. Final drafting and legal alignment

We prepare or finalize the full transaction documentation, including share purchase agreement (SPA), investment or subscription agreements, shareholders' agreement (SHA), disclosure letters and closing schedules, and board and shareholder resolutions.

Our lawyers and financial analysts work side by side to synchronize legal wording and financial outcomes, so the math and the clauses always match.

2. Financial mechanics and verification

We validate purchase price breakdown and adjustment mechanisms, completion accounts and working capital targets, escrow arrangements and funds flow, tax and fee allocation, and post-closing payment terms.

Everything is checked, modeled, and reconciled before signing with no surprises at settlement.

3. Closing coordination

We manage the end-to-end closing logistics: signature coordination (physical or electronic), document version control, funds transfer and escrow release, condition precedent verification, and final closing checklists and completion certificates.

Our goal: frictionless closing, executed in full legal and operational control.

4. Post-closing follow-up

A deal doesn't stop at signing. We coordinate post-closing deliverables (regulatory filings, share transfers, corporate updates), warranty claim monitoring, earnout tracking and reporting, and governance implementation from the new structure.

You walk away with not just a signed deal, but a fully executed transaction.

Deal types we support

Fundraising (equity or convertible)

Drafting of investment and shareholder agreements, cap table alignment at closing, subscription and share issuance mechanics, and founder vesting documentation.

Buy-side acquisitions

SPA drafting, completion accounts, and escrow release, asset vs. share transaction structure, integration planning at closing, and financing and payment coordination.

Sell-side and exit transactions

Disclosure letters and completion statements, indemnity caps, escrow and payment structure, transition services agreements (TSA), and post-closing handover and governance setup.

What makes dups different

Full-spectrum execution: we draft, coordinate, and execute all under one roof.

Legal and financial integration: your closing numbers and your legal wording come from the same source.

Speed without shortcuts: we prepare closings that move fast, stay compliant, and keep leverage intact.

Dealmakers, not administrators: we understand the commercial reality and close what others overcomplicate.

Deliverables you can expect

We produce complete closing documentation:

• Full transaction document drafting and review
• Funds flow and completion account modeling
• Escrow setup and release documentation
• Condition precedent checklist and tracking
• Closing binder preparation (signed versions, certificates, minutes)
• Post-closing follow-up plan

All documentation is tailored with no boilerplate, only precision-built for your transaction.