Dates                                                                                    
 
14 November 2008
27 April 2009
23 November 2009               

Course Overview

The purpose of this seminar is to familiarise participants with completion accounts and related issues, as they are used in acquisitions and disposals.

The seminar focuses on both the accounting and risk issues that arise and contains examples. It is particularly relevant for lawyers.
 

Course Content

Completion accounts
What are completion accounts and why are they necessary;
Timing issues – when can they be finalised and the issues this creates;
Implications for parties to the transactions; vendors, buyers, banks and
   the drafting issues created.
Illustrative examples:
Annual accounts
Management accounts
Completion accounts

Financial risk areas
Stock – existence and valuation
Fixed asset – existence and valuation
Revenue recognition; timing and valuation reflects stage of completion
Other timing and ‘cut-off’ issues
Expense allocations – capital or revenue
Tax liabilities VAT, corporate and PAYE
Provisions and contingencies – under and overstatement
Contingent and share based payments – valuation and timing

Inherent risk areas
Attitude of the management and the parties to the transaction
Linkage between transaction clauses and financial performance; earn-out
   agreements for example
Timing, access to information and reliability of evidence

Distributable profits
Legal definition – brief reminder
Problems in the definition and subjective areas
Impact on distributable profits of:
Capital restructuring – share buy backs etc
Business restructuring – asset hive ups for example

Exercise – preparing completion accounts

Adjusting distributable profits for capital restructuring