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May 2023

Simultaneous vs. Split Sign and Close: Drafting and Practical Considerations

Corporate associate Joel Pruett and corporate law clerk Nathan Wolfe authored an article in the State Bar of Texas 14th Annual Essentials of Business Law coursebook titled “Simultaneous vs. Split Sign and Close: Drafting and Practical Considerations” on March 10, 2023. The article has since been republished in The Corporate Counsel Review and is now available on legal research platforms at 42 Corp. Couns. Rev. 73. The article describes the difference between a simultaneous and split signing and closing structure in M&A transactions and provides drafting and practical considerations and sample provisions for M&A practitioners. Practitioners have many options to address the risks posed by a delayed closing, some of which can be complex and specific to the idiosyncrasies of a transaction. Therefore, this article seeks to provide an introductory overview to some of the key provisions utilized to address the risks of a delayed closing.

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