-
Aviation Advisory
Our dedicated Aviation Advisory team bring best-in-class expertise across modelling, lease management, financial accounting and transaction execution as well as technical services completed by certified engineers.
-
Consulting
Our Consulting team guarantees quick turnarounds, lower partner-to-staff ratio than most and superior results delivered on a range of services.
-
Business Risk Services
Our Business Risk Services team deliver practical and pragmatic solutions that support clients in growing and protecting the inherent value of their businesses.
-
Deal Advisory
Our experienced Deal Advisory team has provided a range of transaction, valuation, deal advisory and restructuring services to clients for the past two decades.
-
Forensic Accounting
Our Forensic and Investigation Services team have targeted solutions to solve difficult challenges - making the difference between finding the truth or being left in the dark.
-
Financial Accounting and Advisory
Our FAAS team designs and implements creative solutions for organisations expanding into new markets or undertaking functional financial transformations.
-
Restructuring
Grant Thornton is Ireland’s leading provider of insolvency and corporate recovery solutions.
-
Risk Advisory
Our Risk Advisory team delivers innovative solutions and strategic insights for the Financial Services sector, addressing disruptive forces, regulatory changes, and emerging trends to enhance risk management and foster competitive advantage.
-
Sustainability Advisory
Our Sustainability Advisory team works with clients to accelerate their sustainability journey through innovative and pragmatic solutions.
-
Asset management Asset management of the futureIn today’s global asset management landscape, there is an almost constant onslaught of change and complexity. To combat such complex change, asset managers need a consolidated approach. Read our publication and find out more about what you can achieve by choosing to work with us.
-
Internal Audit Maintaining Compliance with New EU Pension Directive IORP IIOn 28 April 2021, the Irish Government transposed IORP II (Institution for Occupational Retirement Provision), an EU directive on the activities and supervision of pension schemes, into law.
-
Risk, Compliance and Professional Standards FRED 82 – Periodic Updates to FRS 100 – 105The concept of a new suite of standards for the UK and Ireland, aligning with international financial reporting standards, was first conceived in 2002
-
Audit and Assurance Auditor transition: how to achieve a smooth changeoverAppointing new auditors may seem like a daunting task that will be disruptive to your business and a drain on the finance function. Nevertheless, there are a multitude of reasons to consider a change, including simply seeking a ‘fresh look’ at the business.
-
Corporate Tax
Our Corporate Tax team is made up of more than 40 highly experienced senior partners and directors who work directly with a wide range of domestic and international clients; covering Corporation Tax, Company Secretarial, Employer Solutions, Global Mobility and Tax Incentives.
-
Financial Services Tax
The Grant Thornton team is made up of experts who are fully up to date in terms of changing and evolving tax legislation. This is combined with industry expertise and an in-depth knowledge of the evolving financial services regulatory landscape.
-
Indirect Tax Advisory & Compliance
Grant Thornton’s team of indirect tax specialists helps a range of clients across a variety of sectors including pharmaceuticals, financial services, construction and property and food to navigate these complexities.
-
International Tax
We develop close relationships with clients in order to gain a deep understanding of their businesses to ensure they make the right operational decisions. The wrong decision on how a company sells into a new market or establishes a new subsidiary can have major tax implications.
-
Private Client
Grant Thornton’s Private Client Services team can advise you on all areas of financial, pension, investment, succession and inheritance planning. We understand that each individual’s circumstances are different to the next and we tailor our services to suit your specific needs.
With significant values at stake, negotiating the completion mechanism and Sale and Purchase Agreement (SPA) can be the difference between a successful and unsuccessful transaction. With the absence of definitive rules or standards for completion mechanisms, parties to a transaction often cite ‘market practice’ when negotiating how the initial offer price is converted into the final equity value paid for a business.
However, there has thus far been limited, publicly available data to determine what is meant by ‘market practice’.
As part of helping shape a vibrant economy, we are leading the way to establish and improve market best practice in SPAs. In 2016, we authored the Best Practice Guideline: Completion Mechanisms Determining the Equity Value in Transactions, published by the Institute of Chartered Accountants in England and Wales (ICAEW) and we published a UK market survey ‘A smarter way to get deals done’.
This year we expanded our research to identify market best practice around the world, obtaining the views of 563 respondents from over 400 different organisations in 13 countries.
We believe there is a smarter way to get deals done, where parties take closer starting positions on non-contentious areas and tackle contentious areas earlier in the deal process.
We hope that used together, the ICAEW Best Practice Guideline and our SPA market survey findings will empower principals and advisers to achieve smoother, more successful transactions.
This report presents the key themes identified by our international survey respondents. The detailed results are available in the appendices.
Our key findings this year include:
- The usage of the locked box mechanism has increased in the past five years (some 64% of respondents reported a rise – 70% in Europe, 45% in APAC, 43% in North America) and as advisors become increasingly familiar with the mechanism, we anticipate it will become more popular.
- Negotiating the value accrual differs internationally, with the ‘cash profits’ method being most popular in Europe. 71% of respondents agree that some form of ‘value accrual’ or ‘ticker’ adjustment is appropriate to compensate the seller for the time between the locked box date and completion, but there is no observed consensus on the conceptual basis or appropriate method for calculating this adjustment. In North America and APAC there is sometimes no value accrual applied.
- The working capital target is the most hotly debated area of price adjustment and deferred income is the most contentious individual balance sheet item. North America and APAC respondents were more likely to consider deferred income a working capital item (roughly 40% of respondents, compared to under 30% in Europe) rather than debt.
- Earn-outs are being used in around 40% of deals. The percentage was lowest in North America with earn-outs only used on around 30% of deals, and highest in APAC where earn-outs are used on almost half of deals. 76% of respondents reported that ‘Earnings Before Interest, Tax, Depreciation, and Amortisation’ (EBITDA) is the most common measurement basis for earn-outs.
- Completion accounts mechanisms and earn-out clauses take the longest time to negotiate and are the most common areas of post-deal dispute, with 23% of completion accounts mechanisms resulting in a dispute (formal or otherwise).