A locked-box structure approaches acquisition pricing differently from a traditional completion-accounts mechanism. The price is generally based on an agreed historic balance sheet, with the buyer relying on protections against value leaving the target business after the locked-box date.

That makes the concept of leakage particularly important.

The transaction documents should define which payments or transfers are prohibited and which are expressly permitted. Dividends, management charges, related-party payments or other transfers of value may need careful treatment so both sides understand what can occur before completion.

For a seller, the attraction can be greater certainty over the price. For a buyer, that certainty places greater importance on financial due diligence and the contractual protections covering the period between the locked-box date and completion.

Kaden Boriss advises on mergers, acquisitions and corporate transactions through its international alliance of independent law firms.

The top law firms working on acquisitions know that pricing methodology affects more than the headline number. It determines what must be reviewed, negotiated and protected within the transaction documents.
Where a deal crosses several jurisdictions, international law firms may also need to coordinate local corporate actions and payments. A locked-box structure can simplify price mechanics, but only when the underlying financial position and leakage protections are clearly understood.