A live acquisition, disposal or restructuring puts accounting definitions into the contract, and those definitions can move the final number substantially. Completion accounts, working capital adjustments and earn-outs are the usual places.

This work sits alongside consolidation advisory, which covers how the acquired entity is accounted for afterward. Transaction accounting covers the mechanics of the deal process itself, before and at completion.

Why the accounting mechanics in a deal matter

A completion accounts mechanism with an unclear or poorly defined working capital target can shift the effective price by a material amount without either party fully realizing it during negotiation. The accounting definitions in a sale and purchase agreement are as commercially significant as the headline price.

Where this connects to working capital

The working capital target in a typical completion accounts mechanism draws on the same analysis as working capital optimization work. Understanding a target's normal working capital level takes the same rigor whether the goal is internal improvement or a fair deal price.

A hypothetical example

Consider a Riyadh-based group acquiring a Riyadh-based distributor. The completion accounts mechanics need to reflect the target's normal operating cash cycle, and a generic template would ignore how that business's receivables, payables and inventory move across the year.

Reading the agreement with an accounting eye

Clauses in the sale and purchase agreement that look purely legal, such as the definition of working capital or the earn-out terms, carry real accounting consequences. They should be read by someone who understands how they will appear in the numbers after completion.

What the work delivers

Review and negotiation support on the accounting mechanics in the transaction documents, preparation or review of completion accounts after closing, and technical accounting input on how the transaction itself should be recorded. For specific judgment calls raised by the deal structure, this connects to technical accounting advisory.

Why involving finance early changes the outcome

Commercial and legal teams often lead negotiations, and finance joins once the sale and purchase agreement is largely drafted. By then, accounting definitions that were simple to clarify during negotiation are much harder to reopen. Early involvement makes them easier and cheaper to get right.