Conflict

Transactions

Governance

Wealth

Corporate finance

Tensions? Diverse perspectives? A lack of information or trust? With a long history in advocacy, we possess the necessary experience to resolve conflicts between shareholders or board members.

Resolve your conflict?

Deminor NXT manages transactions in an orderly manner thanks to the combined legal and financial expertise of an experienced M&A team. Whether the subject covers an acquisition, a transition, a family transition, an exit, a capital increase or even another form of financing, we always strive for an objective valuation, where value maximisation and solid agreements serve as the foundation.

A transaction in mind?

Corporate governance underpins what we believe in: choosing the right structure for your company in which transparent communication prevails and roles are respected in order to work together in trust.

Need guidance?

What is next? We listen to your questions or needs around your personal wealth and guide you through the next steps. As your companion down the road , we provide you with a tailor-made structure.

Discuss the next step?

Whether it concerns a valuation of your shares or your company, cash flow planning or financial analysis, at deminor NXT we make sure your numbers add up. We transform your strategic vision into a comprehensive financial business plan and help you with your investment decisions.

Determine your approach?

< back

Signing vs. closing in Belgian M&A: what every entrepreneur needs to know

deminor NXT > News > TRANSACTIONS – Singing vs. closing in Belgian M&A

Written by

Introduction

In many M&A deals, signing and closing do not happen on the same day, weeks or even months can separate them.

The reason is conditions precedent: requirements that must be fulfilled before the deal can complete. Far from being formalities, they protect both buyer and seller.

Signing vs. closing

Signing and closing are two distinct milestones. At signing, the parties execute the main contracts (such as the Share Purchase Agreement) and become contractually bound to proceed, but ownership does not yet transfer. Signing locks in the negotiated terms.

 

At closing, the transaction is completed: all conditions precedent have been fulfilled or waived, funds are transferred, shares or assets change hands, and control passes to the buyer. Closing marks the legal and economic transfer of the business.

Why conditions precedent matter

Conditions precedent (conditions suspensives in French, opschortende voorwaarden in Dutch) are obligations that must be met before funds and shares change hands. They ensure the deal closes under the agreed circumstances, that the business is transferred as promised, with risks identified and managed. Ignoring them can lead to delays, disputes, or even a failed transaction.

Common conditions precedent

  • Buyer financing: the buyer secures the funds needed to pay the purchase price.
  • Release of liens or guarantees: existing security over the shares or assets is removed so the buyer receives clean title.
  • Third-party consents: change-of-control approvals are obtained for key contracts with customers, suppliers, or landlords.
  • Regulatory approvals: clearance from competition authorities or sector regulators where required.
  • No material adverse change: a MAC clause lets the buyer walk away if a significant negative event occurs between signing and closing.

Points of vigilance

  • Limit conditions to what is truly necessary, too many can jeopardise the deal.
  • Set clear deadlines to prevent endless postponements.
  • Define notification and proof requirements to avoid ambiguity.
  • Include cooperation obligations so both parties act in good faith.

If conditions precedent are not met

If the conditions are not satisfied by the agreed long stop date, several outcomes are possible:

  • The deal does not close: the parties remain bound by the agreement, but no transfer of funds or shares takes place.
  • Termination: one or both parties may walk away once the deadline passes.
  • Renegotiation: the parties adjust the terms, price, or conditions to proceed.
  • Waiver: a party may waive a non-critical condition to let the deal close.
  • Extension: the deadline is pushed back if resolution is expected soon.
  • Liability: a party at fault for a failed condition may owe break fees or damages.

 

***

 

Read more about this topic here. Do you have any questions or would you like to schedule a meeting? Please don’t hesitate to contact us.

Related articles

JUNE 2025

How to finance a business acquisition? From equity to external resources.

Read more

Want to receive our newsletter?

Subscribe to our quarterly newsletter to stay informed about our services and insights.