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ARTICLE · 01 SEPTEMBER 2025

Crossing The Atlantic: Navigating Differences In US And UK M&A Practice

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Transactions in the United States and the United Kingdom can have material differences, particularly with respect to purchase price adjustment mechanics, due diligence processes, equity incentives...

GlobalCorporate/Commercial Law
Lyle LeBlang
Lyle LeBlang
James A. Mercer III
James A. Mercer III
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Transactions in the United States and the United Kingdom can have material differences, particularly with respect to purchase price adjustment mechanics, due diligence processes, equity incentives, third-party reliance on diligence reports, sandbagging provisions, MAC closing conditions, and auction processes. This article explores these areas further, providing insights into how legal frameworks and market practices differ between the two jurisdictions.

Purchase Price Adjustment Mechanics

The purchase price adjustment mechanics in US and UK transactions are pivotal in determining the final amount the buyer pays the seller for the target business. These mechanisms are designed to ensure that the value of the target business at closing aligns with the expectations set at the time of signing the purchase agreement. While both jurisdictions aim to provide fair and accurate valuations, their methodologies and underlying principles diverge significantly.

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