Deal Timelines, Conditions Precedent and Execution Risk

CVML

Published on March 25 , 2026

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Transaction timelines are a critical component of deal planning and execution. In stable conditions, these timelines are often predictable and structured around regulatory approvals, financing arrangements and operational milestones. However, where operating environments are evolving, parties may wish to reassess whether transaction timetables remain achievable in practice.

A key area of focus is the scope and operation of conditions precedent. These provisions typically determine whether a transaction will proceed to completion and often include requirements such as regulatory approvals, third-party consents, financing arrangements and internal approvals.

In periods where timing may be less certain, parties may wish to consider:

• whether conditions precedent are clearly defined and achievable within the agreed timeframe
• the potential for delays in regulatory approvals or third-party consents
• whether any conditions are outside the control of one or both parties
• the interaction between conditions precedent and long-stop dates

Long-stop dates, in particular, may become a point of focus. These dates define the point at which a party may terminate the transaction if conditions precedent have not been satisfied. Where delays arise, parties may need to consider whether extensions are appropriate or whether termination rights may be triggered.

Interim operating covenants can also play an important role in managing execution risk. These provisions govern how a target business is operated between signing and completion, and may restrict certain activities or require consent for key decisions. In evolving conditions, these covenants may need to be applied with a degree of commercial flexibility.

Ultimately, careful structuring of conditions precedent and completion mechanics can help manage execution risk and reduce the likelihood of transactions failing to complete. Early identification of potential timing challenges can also support constructive engagement between parties and facilitate solutions where delays arise.

If you or your organisation would like to discuss any aspect of this guidance note further, please don’t hesitate to reach out to your usual CVML contact, or email:

Naji Khairallah, Partner, CVML (n.khairallah@cvml.ae)