The dates everybody forgets after closing

Closing is a good day. The deal team has been living with the file for eight months, the champagne is opened, and by Monday everyone is on the next process. Which is exactly when the SPA starts doing things on its own.

A share purchase agreement is full of dates. Some are obvious: the closing itself, the first earn-out measurement. Most are not. Escrow releases twelve or eighteen months out. General warranties that lapse after twenty-four months, tax warranties after seven years. A non-compete for the seller that expires after three years and needs a decision before it does. A leakage claim window that closes ninety days after completion accounts are agreed. None of these live in anyone's calendar, because at signing they were all "later".

Why this is a software problem

The instinct is to say this is a discipline problem: someone should have written it down. But a deal team of four people, running five processes a year, accumulates twenty to thirty of these dates per year, over horizons of up to seven years. No individual's discipline survives that. It needs a place to live that outlives the person who closed the deal.

What works

• Record every dated obligation per deal at closing, with its type, its amount if any, its clause reference and an owner.
• Raise a signal sixty days before each one. Not a calendar reminder that one person can dismiss, but an item on the firm's task list that stays until it is dealt with.
• Keep the calculation ready. An earn-out measurement defined with three adjustments in clause 7.3 should have a sheet with those three adjustments waiting, not a conversation about what the clause meant.
• Show it on the dashboard the partner opens on Monday. If it is not there, it is not real.

The firms that get this right do not have better memories. They have a place where the deal keeps existing after the deal team has left it, and a system that taps someone on the shoulder two months before every date. It is unglamorous, and it is where the money is.