Four Points of Sail for a Smooth Closing

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Smooth is fast. We all want smooth and fast transactions, and if 2025 yields the increased deal volume we all hope, it will be important to move quickly and streamline the closings. Basics for a smooth transaction, a list I developed with a client after a rocky transaction, follow.

1. Be Organized

A checklist is a start. Include in the checklist all diligence and transaction documents needed for closing. Next to each checklist item identify the person or people responsible for the item. Hold a kickoff call. Use the call to surface any issues that mandate a specific closing date or threaten to delay closing. Reach an agreement about the target closing date. Run the checklist to confirm everyone has a shared understanding of each checklist item, understands which person or people are responsible for each item, and the status of each item. Update the checklist and repeat the checklist call on a routine basis until closing or until the checklist can be reduced to a list of no more than four to eight simple items that can be managed by email.  Establish clear roles within your team.  Collect signatures pages early, not less than two to three business days before the target closing date.

2. Be Responsive

Deliver documents and information promptly. Meet deadlines or explain, before the deadline, why you need a deadline extension. Turn draft documents quickly (e.g., within five or fewer business days, more or less depending on number and size of documents and issues). Promptly evaluate documents as received.  Give no one reason to be frustrated by your responsiveness. Push others to do the same. Delays generate unnecessary frustration and expense. Time kills all deals.

3. Be Reasonable – There is No One Size Fits All

Match checklist length, information requests, and transaction documents to the deal size and risk. Request the information you need and no more. Present documents that are “market”, match the term sheet, and that are cohesive. Business people should read the documents and shouldn’t blindly defer to counsel. Request document revisions that are “market.”  If you have doubts about “market,” ask people you trust, being sure to include with your question an explanation of the deal size and any unique deal risk – “market” can vary with deal size and risk. Be prepared to disagree respectfully about the margins of what constitutes “market.”  Protracted negotiations over egregious information requests or deal terms benefit no one.

4. Be Proactive

If no one is driving the transaction (i.e., scheduling routine calls, pushing delivery of checklist items, etc.), respectfully assume that role, even if the role would ordinarily be filled by someone else. Get the deal closed.

Wishing you many smooth and fast transactions.