Frequency/market practice: Common; however, sellers often try to push for a locked-box structure with no post-closing adjustment. In particular, in auctions sellers are frequently successful in getting bidders to accept a locked-box structure.
Frequency/market practice: Most common adjustments are cash-free debt-free adjustments combined with a working capital adjustment.
Frequency/market practice: Rarely; however, collars are sometimes provided for.
Frequency/market practice: More often, the buyer prepares the closing balance sheet. At the outset of the SPA negotiations, the seller often tries to secure the right to prepare the closing balance sheet, but frequently is willing to give this up in the negotiations.
Frequency/market practice: Rarely; closing balance sheets are usually not audited; this depends on the circumstances. Typically, the parties agree on avoiding the additional cost of having the balance sheet audited and rely on the dispute mechanism provided for in the purchase agreement.
Frequency/market practice: Rarely; it is uncommon for larger deals, but sometimes seen in small and mid-cap deals (e.g., startups, venture capital or other growth companies) with private individuals as sellers.
Frequency/market practice: Fairly common; whether an escrow is requested by a buyer depends on the seller. Where large corporations act as the seller, an escrow is typically not requested. Escrow arrangements are typically rather complicated (due to German anti-money-laundering requirements) and expensive, especially if a notary acts as escrow agent (which is most often the case).