Glossaire

Closing

Closing is the date and event on which an M&A transaction is definitively completed — legal ownership of shares transfers and the acquisition price is paid. It follows signing once all conditions precedent are satisfied (financing confirmed, regulatory approvals obtained, employee consultation completed). At closing, multiple simultaneous operations occur: price wire transfer, execution of share transfer orders, shareholder register update, outgoing director resignations and new director appointments. The simultaneity of these operations (delivery versus payment) is managed by a precise closing protocol negotiated in the SPA.

Example: a CHF 28.0 million Swiss acquisition closes on April 15 between 10am and 12pm: the buyer wires CHF 28.0 million to the notarial escrow account, the seller signs 12,500 share transfer orders, the shareholder register is updated, two seller directors resign and two buyer directors are appointed. At 12pm, all operations are confirmed and closing is declared effective — the buyer takes immediate operational control of the acquired company.

Hectelion coordinates M&A closings with precision — closing protocol, conditions precedent checklist and simultaneous operation synchronisation across French and Swiss jurisdictions.

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