The Last Two Weeks Before Signing: How Advisors Run the Closing Checklist Nobody Owns
On one deal I worked, the price was agreed, the purchase agreement was in its fourth turn, and nine days before the planned signing the buyer’s lender asked for a third-party consent from a customer whose contract nobody had read closely since 2019. The consent took eleven days. The signing slipped, the buyer’s investment committee approval lapsed and had to be renewed, and a founder who had told his leadership team the date spent two weeks answering questions he could not answer. Nothing in that sequence was a diligence finding. It was a list problem. No one owned the list.
Most advisors are good at the front of a process and the back of a process, and weaker in the middle of the final stretch. The marketing is done, the price is set, and the work shifts to lawyers, accountants, lenders and the buyer’s deal team, each holding a piece of what has to be true on signing day. The advisor is usually the only person who sees all of those pieces and is not billing by the hour for any one of them. That makes the advisor the natural owner of the closing checklist, even though nobody wrote it into the engagement letter. I am not a lawyer and none of this is legal advice; counsel drafts the documents. The advisor’s job is to make sure the calendar holds.
Start by working backward from the signing date, not forward from today. Write down every item that must be complete before anyone signs, name one owner for each, and put a date on it that sits at least three business days ahead of when it is truly needed. Third-party consents, landlord estoppels, lender conditions, key employee agreements, the final disclosure schedules, the payoff letters and the wire instructions all belong on the same page. The value of the list is that a founder can look at one document and see what is left, instead of hearing about each item as a surprise.
Second, separate the items that only the seller controls from the items that depend on someone else. The seller controls the schedules and the officer certificates. Someone else controls the consent from the customer, the landlord’s estoppel and the buyer’s financing sign-off. Items in the second group are where deals slip, because the seller cannot speed them up by working harder. Start those requests first, make them in writing, and follow up on a fixed rhythm. A consent request that goes out on day ten has a very different outcome from one that goes out on day thirty.
Third, reconcile the documents against each other. The purchase agreement, the disclosure schedules, the escrow agreement, the employment agreements and the funds flow memo are drafted by different people and often drift. A working capital definition that differs by one line between the agreement and the schedule becomes a dispute after closing, as I described in the post-closing true-up. Ask counsel for a single conformed set, then read the economic terms in it yourself. You are not checking the law. You are checking that the numbers the founder agreed to are the numbers on the page.
Fourth, treat the disclosure schedules as a critical path item, not a clerical one. They are the longest document the seller has to produce and the one most likely to be updated at the last minute. I made this point in the piece on disclosure schedules. A rolling update that arrives the day before signing invites the buyer to reopen terms. Agree a cutoff date for schedule changes and hold to it, and ask who on the seller’s side has authority to approve a late change.
Fifth, build the funds flow early. The funds flow memo shows where every dollar goes at closing: the payoff of debt, transaction expenses, escrow and holdback amounts, management bonuses and the seller’s net proceeds. Draft it before the final agreement, circulate it, and update it as terms move. Founders are often surprised by how much leaves the wire before it reaches them, and the surprise is better handled two weeks before signing than on the morning of closing. It also catches errors in payoff amounts and fee invoices while there is still time to correct them.
Sixth, plan the people side. A signing date is also an announcement date, whether the founder wants it to be or not. Decide who is told what and when, in what order, and what the answer is to the three questions every employee will ask. As I covered in the management retention package, the people who matter most to the buyer should hear it from the founder, with their own terms already settled. A leak before that point changes the leverage in the room.
Seventh, keep a clear line to the buyer’s side on its own approvals. Ask what internal sign-offs remain, who gives them and when that body next meets. If an investment committee meets every other Thursday, a signing planned for the Wednesday after a missed meeting has just moved by a week. This is the same discipline I described in the exclusivity extension request, where the right time to ask for more runway is before the calendar forces it, not after.
There is a counterargument worth stating to the founder. A tight closing process can look like pressure, and a buyer who feels rushed may use a late issue to renegotiate. That risk is real, and it is the reason to run the list openly with the other side rather than privately. Share the calendar, agree on the open items, and let both teams see the same dates. A process that is visible to everyone is harder to use as a lever than one in which each party has its own version of what remains.
The deal I described did sign, eleven days late and at the original price. What changed afterward was the habit. For every mandate since, the closing checklist goes to the founder in the first week of exclusivity, with owners and dates, and gets updated in front of the buyer weekly. It is not sophisticated. It works because deals rarely fail on a clause everyone is watching and quite often slip on an item everyone assumed someone else had. Helping founders reach the signing table with a calendar they can trust is a large part of the work at Cordis Group.