What's the most important clause in an SPA?
An advanced M&A Advisory question — expect it in final rounds and case-heavy interviews (IB, PE, Big-4 Transaction Services).
THE SHORT ANSWER
Depends on the deal, but for buy-side: the W&R package (scope + cap + survival + specific indemnities). For sell-side: locked-box mechanics (no completion accounts, leakage protection). For both: the MAC clause — because it determines who bears the risk between signing and closing.
WHAT INTERVIEWERS LISTEN FOR
- ✓W&R package scope and cap
- ✓Locked-box mechanics for sell-side
- ✓MAC clause risk allocation
- ✓Survival period and indemnities
- ✓Deal-specific importance
COMMON MISTAKES
- ✗Claiming one clause is universally most important
- ✗Ignoring buy-side vs sell-side perspective
- ✗Confusing MAC with MAE
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