Two parties can agree a headline price and still fight over millions at completion. The battleground is almost always the working-capital peg — the closing mechanic that adjusts price for the working capital actually delivered on the day.
The peg is a normalised target, not a snapshot
The target (or “peg”) should be a normalised level of working capital — typically an average across a representative period that strips out one-offs and reflects the seasonality of the business. Set it off a single month-end and you bake in whatever distortion happened to sit on the balance sheet that day.
Define the line items before you sign
Most disputes are definitional: what counts as debt versus working capital, how accruals and provisions are treated, the cut-off, and the true-up timetable. In a cash-free, debt-free deal these definitions decide who keeps the cash. Agree them — in writing, with worked examples — in the SPA, not in a post-completion argument.
General transaction guidance; closing mechanics should be drafted with deal counsel for the specific transaction.