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This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase agreement (SPA) or asset purchase agreement (APA) is signed) and the later completion of the acquisition. At completion, the documents required to transfer title are executed and handed over to the buyer, meaning that the buyer acquires legal ownership of the company (in the case of a share purchase) or business/assets (in the case of an asset purchase) it is acquiring (the target). This gap in time may be a matter of a few days or a few months, depending on the nature of the reasons why completion is to be delayed.

Split exchange and completion is very common, but should only take place where there is a distinct reason for it; one or more conditions that must be fulfilled after the SPA/APA has been signed and before the transaction can take effect at completion (see brief summary in 'Why conditions may be necessary' below).