Transactions create obligations that outlast the closing, and they are managed poorly because the deal team has moved on.
Survival periods for representations, diaried so that claims are made in time and so that escrow releases are tracked.
Purchase price adjustment. The statement, the review period, the objection deadline and the referral process, each with dates.
Earnout measurement periods, the reporting obligations, and the operating covenants — assigned to someone in the business who knows they exist.
Covenants. Non-competes, non-solicits, transition services, further assurances, and access to records for tax and litigation purposes.
Filings and recordings. Intellectual property assignments recorded, deeds recorded, financing statements amended, corporate filings updated, and regulatory notifications made.
Insurance. Tail policies bound, new coverage in place, and claims-made reporting obligations understood.
Tax. Purchase price allocation agreed and filed consistently, transfer taxes paid, and elections made within their deadlines — several of which are short and cannot be extended.
Indemnity notices. The procedure and the content requirements, so that a claim is not lost to a defective notice.
Ownership. A named person responsible, with a calendar. Without it, the obligations are discovered when they are breached.