Signing and closing

In M&A practice, signing (execution) and closing (completion) are strictly distinct. At signing, the parties bind themselves contractually to the acquisition — price, structure (asset deal or share deal) and conditions are fixed. Only at closing do ownership, possession and economic risk actually pass to the buyer.

In insolvency transactions, a short window of days to a few weeks typically sits between signing and closing — time for condition precedents: creditors'-committee consent, antitrust clearance on larger deals, or fulfilment of agreed pre-conditions. In urgent cases (e.g. risk of break-up) signing and closing fall on the same day — a „sign and close”.

For buyers, the distinction matters for risk allocation: value changes between signing and closing (e.g. loss of key customers, staff departures) usually remain the seller's/estate's risk unless agreed otherwise. In practice, the administrator usually pushes for the shortest possible window to minimise estate costs and uncertainty.