Transaction structuring and documentation: from term sheet to signing and closing
Where deals become reality
Every successful transaction moves through two critical moments: signing and closing. That's where your valuation, negotiation, and legal commitments converge. It's also where deals often stall through poor coordination, misaligned documents, or unclear conditions.
At dups, we bridge strategy and execution. We handle transaction structuring and documentation end-to-end, translating your commercial intent into clean, enforceable agreements. Our team combines financial logic and legal rigor to make sure what was negotiated is exactly what's signed.
Why transaction structuring defines the deal
A deal's success isn't decided in the term sheet; it's decided in the documents that follow. The share purchase agreement (SPA), shareholders' agreement (SHA), and closing conditions define who owns what, who controls what, and who carries the risk.
If your legal documents don't reflect your financial logic, value erodes fast. That's why we don't treat documentation as an administrative step; it's a strategic one. We make sure your deal closes cleanly, without gaps between what was agreed, drafted, and delivered.
Our approach to M&A transaction structuring
1. Translating strategy into structure
We start by aligning your strategic objectives with the right deal structure: equity or asset sale, cash vs. earnout, vendor rollover, or hybrid setups. Each structure carries legal, tax, and financial consequences.
We model scenarios, quantify outcomes, and recommend the option that best balances value, control, and risk. Because in M&A, structure is strategy.
2. Coordinating signing documentation
Once the structure is defined, our legal and financial teams prepare and review the signing documents, including share purchase agreement (SPA), shareholders' agreement (SHA), investment or subscription agreements, disclosure letter and schedules, and closing memorandum.
We ensure each document reflects the negotiated terms: price adjustments, warranties, indemnities, governance, and post-closing conditions. No disconnects. No last-minute surprises.
3. Managing conditions and closing process
Signing is not the end; closing is. Between the two, you have conditions precedent to satisfy: regulatory approvals, financing drawdowns, or final due diligence deliverables.
We coordinate all workstreams to ensure every condition is met, signatures align, and funds flow exactly as intended. Our team supervises escrow arrangements, completion accounts, and post-closing undertakings, making sure your transaction crosses the line cleanly and on time.
4. Integration with financial and legal workstreams
Our differentiator: we operate as one integrated advisory team. Your financial model informs your SPA. Your governance structure informs your SHA. Your risk matrix drives your warranties and indemnities.
That alignment reduces negotiation cycles, accelerates documentation, and builds confidence with counterparties and investors alike.
What makes dups different
At dups, we don't just draft; we design. We connect deal mechanics, valuation models, and legal drafting into a single coherent structure.
Most firms handle "their part." We handle the whole. Our integrated legal and financial team ensures your deal logic runs consistently from the first slide of your pitch deck to the last signature of your closing.
We anticipate investor expectations, seller sensitivities, and cross-border constraints, and we translate them into documents that protect, not delay. That's how we make deals close.
Deliverables you can expect
We manage and deliver every step of the signing and closing process, including:
- Deal structure design and financial scenario modeling
- Drafting and negotiation of SPA, SHA, and supporting documents
- Disclosure letter and schedules preparation
- Conditions precedent coordination
- Closing memorandum, escrow, and fund flow management
- Post-closing integration and completion accounts
Each deliverable is designed to turn your intent into enforceable value: precisely, efficiently, and cleanly.
Signing is the legal agreement to complete the deal. Closing is when ownership transfers, funds move, and all conditions are satisfied.
Typically a few weeks to a few months, depending on regulatory approvals, financing, and due diligence finalization.
Yes. We lead or integrate with existing advisors to ensure alignment and avoid redundancy.
Absolutely. We structure and coordinate both sides of the transaction, adapting tone and priorities accordingly.
Yes. We handle multi-jurisdiction deals with international counsel coordination and currency or regulatory alignment.
Structure smart. Sign clean. Close fast.
Make sure deals don't die in the details. Turn negotiation outcomes into actionable contracts and close with precision.
