The Long Stop Date (or Termination Date, referred to as the "date-butoir" in French practice) is the contractual deadline set in a Share Purchase Agreement (SPA) or similar transaction documentation by which all conditions precedent must be satisfied or waived, failing which either party may terminate the agreement without penalty (other than any break-up fee or reverse break-up fee provided). It defines the outer limit of the signing-to-closing window and creates a clear termination right for both parties if regulatory or other approvals cannot be obtained in time.

The Long Stop Date is typically set 3–9 months after signing, depending on the expected timeline for regulatory clearances (merger control, FINMA, sector-specific approvals), financing close, and other conditions precedent. In deals subject to European Commission merger control review, the Long Stop Date must account for a Phase II investigation that can extend to 18–24 months. If the Long Stop Date is approached without clearance, parties typically negotiate an extension before exercising termination rights.

The Long Stop Date interacts with the ticking fee: in transactions where the acquirer is likely to cause delays (financing close, regulatory approval dependency), the seller may negotiate a ticking fee accruing from a specified date before the Long Stop Date, compensating for the loss of value enjoyment during the extended period. The Long Stop Date and ticking fee together define the economic cost of delay for the acquirer.

At Hectelion, we structure and negotiate Long Stop Date provisions in our M&A advisory mandates to protect sellers against protracted closing timelines.