Completion feels like the end. For a seller it is frequently the beginning of the exposure — and the difference between sellers who manage it well and badly is largely whether they kept a diary.
The Seven
1. Warranties, for whatever period and subject to whatever caps and thresholds were negotiated — and limited in practice by the quality of your disclosure. 2. Indemnities, which are harder obligations than warranties and usually attached to a specific identified risk. 3. A retention, held against claims and released only after the retention period — and frequently not released automatically. 4. Deferred consideration and any earn-out, payable out of a business you no longer control. 5. Restrictive covenants, constraining what you do next — and possibly running from the end of any handover engagement rather than from completion. 6. Personal guarantees not formally released, which is the item most often discovered years later. 7. Continuing lease liability, where an assignment leaves the outgoing tenant exposed if the buyer defaults on rent.
Keep a File and a Diary
The practical discipline is unglamorous and takes an hour. Diary every date: retention release, each deferred consideration payment, the earn-out measurement period and its determination date, the expiry of each warranty time limit, and the end of each covenant period. Chase what was promised but not delivered — guarantee releases agreed in principle at completion and never actually issued are extremely common, and nobody will chase them for you. Keep the deal documents accessible rather than filed away, because a query in eighteen months will need the agreement, the disclosure letter and the schedules, and finding them in a hurry is a bad way to start responding to a warranty claim. And where the sale was a retirement exit, deal with the succession side promptly: a will drafted when the main asset was a trading company rarely makes sense once that company has been sold and the proceeds are sitting liquid in an account. That is a genuinely different estate, and it usually needs a genuinely different will.
An hour with a calendar, the week after completion. It is the cheapest risk management available and almost nobody does it, because completion feels like a finish line rather than a handover of obligations.
Recently completed, or about to? 01 5827148.
Richard O’Shea — Solicitor & TEP
Solicitor at Mary Molloy Solicitors, established 1981, and a TEP of the Society of Trust and Estate Practitioners. The firm acts for buyers and sellers on business sales and acquisitions — structure, heads of terms, due diligence, the sale agreement, warranties and disclosure, completion and what follows it. Because a substantial share of Irish business sales are retirement exits, the firm’s estate and succession practice sits alongside the transactional work: the deal and what happens to the proceeds are usually the same client’s problem. Nothing here is tax advice — structure is tax-driven and that belongs with your accountant and Revenue, before heads of terms are signed. 01 5827148 · richardoshea@marymolloysolicitors.com · LinkedIn
General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.
Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.
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Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.
No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.
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