What does an SPA financial review cover?

We examine the financial schedules and supporting figures relevant to the agreed transaction, such as debt, working capital, completion accounts and identified liabilities.

When should the financial review happen?

Before signing, while questions can still be put to the seller and the legal team can consider the responses in the agreement. The scope depends on the stage of the deal.

Can you guarantee finding every undisclosed liability?

No. We test the records made available and flag inconsistencies or unanswered questions. The legal team must also consider appropriate contractual protections.

Do you draft or approve legal clauses?

No. Solicitors advise on and draft the agreement, including warranties and tax protections. We examine the financial information and raise matters for the legal team to address in the transaction documents.

Can an SPA review be combined with transaction advice?

Yes. The financial review of the agreement can follow the same evidence used to assess price and liabilities. We will propose a combined scope where that is useful.

How do the free consultation and fixed fees work?

The first one-hour consultation is free. We use it to understand the matter and available records. If the work is suitable, we agree a fixed fee before paid analysis begins. Fees start from £1,250; the quoted amount depends on the agreed scope.

SPA reviews

SPA reviews
with financial scrutiny.

We review the financial information relevant to a sale and purchase agreement (SPA), working alongside lawyers on matters that may affect the agreed transaction.

Sale & Purchase AgreementsCompletion AccountsDebtWorking Capital

Credentials

Why solicitors instruct Key Ledgers.

Independent forensic accounting and financial analysis. Where instructed to give expert evidence in civil proceedings, our primary duty is to the court.

150+Expert Witness Instructions

20+Years in Practice

FCCAFellow of ACCA

CPR 35Expert Evidence

How We Work

How does Key Ledgers approach spa reviews?

Review the transaction figures

We examine the financial schedules and information relevant to the proposed agreement.

Identify financial issues

We consider debt, working capital, completion accounts and identified liabilities within the agreed scope.

Brief the legal team

We provide financial observations and questions for the client and their solicitors to address.

Why Key Ledgers

What makes the
critical difference.

A buyer or seller may need financial scrutiny of the schedules and figures referred to in a sale and purchase agreement before the transaction is signed.

Financial Schedules

We compare SPA financial schedules and completion figures with the source records provided.

Liability Questions

Debt, working capital and identified tax or other liabilities are raised with the transaction team where relevant.

Clear Legal Boundary

We review the financial substance; solicitors advise on warranties, tax clauses and the agreement itself.

FCCA and Registered Auditor

Bharat Varsani is a Fellow of ACCA and a registered auditor. His forensic profile sets out his professional background.

Read Bharat's forensic profile

Expert Witness Experience

He has received more than 150 expert witness instructions involving business interruption and loss quantification, and has given evidence in High Court proceedings.

Agreed Scope and Fee

We use the free first hour to understand the issue, then quote a fixed fee before paid work begins.

Who We Work With

Who instructs us for spa reviews?

Corporate Solicitors

The agreement contains financial schedules or adjustment mechanisms.

Business Buyers

Financial information needs scrutiny before signing.

Business Sellers

Transaction figures need to be explained or supported.

Deal Advisers

The team needs an independent review of financial inputs.

What You Receive

Clear findings for the agreed instruction.

We provide financial observations and questions for the client and legal team, including matters concerning debt, working capital, completion accounts or identified liabilities.

Financial review
Observations on the figures and schedules examined.
Issue list
Questions concerning debt, working capital or other identified liabilities.
Briefing for solicitors
Financial points for the legal advisers responsible for drafting the agreement.

Illustrative scenario

Example, not a client case

A typical financial question

A buyer receives a draft sale and purchase agreement with financial schedules. Reviewing the source figures can reveal questions for the lawyers before the terms are finalised.

Scope and findings depend on the available evidence

Do the agreement’s financial schedules match the evidence?

Common Questions

Frequently asked questions about spa reviews.

We examine the financial schedules and supporting figures relevant to the agreed transaction, such as debt, working capital, completion accounts and identified liabilities.
Before signing, while questions can still be put to the seller and the legal team can consider the responses in the agreement. The scope depends on the stage of the deal.
No. We test the records made available and flag inconsistencies or unanswered questions. The legal team must also consider appropriate contractual protections.
No. Solicitors advise on and draft the agreement, including warranties and tax protections. We examine the financial information and raise matters for the legal team to address in the transaction documents.
Yes. The financial review of the agreement can follow the same evidence used to assess price and liabilities. We will propose a combined scope where that is useful.
The first one-hour consultation is free. We use it to understand the matter and available records. If the work is suitable, we agree a fixed fee before paid analysis begins. Fees start from £1,250; the quoted amount depends on the agreed scope.