Legal Blog

M&A Nugget: WIP

Dealing with work in process or work in progress, also known as WIP, in a business acquisition is sometimes an afterthought which can lead to misunderstandings as closing approaches or even after closing.  An easy item to deal with is whether WIP is included in the assets being purchased, which it usually is.  Questions about how to deal with WIP relate to the amount of work performed before versus after closing and whether customer payments have been made on the WIP before closing.  For example, suppose the seller has ordered materials for a job and been invoiced prior to closing but the customer will not be invoiced until all of the work is completed post-closing.  Responsibility for the payment of the material invoices should be addressed.  If customers made down payments on jobs for which a substantial part of the work remains to be performed after closing, then there should be discussions about whether those down payments are transferred to the purchaser.  The purchase agreement should also make clear that the seller is responsible for any defects in work performed before closing.  Addressing all of these WIP issues prior to closing helps to avoid misunderstandings and/or regrets post-closing.



If you have any questions about this or any other M&A issue,
please contact Glenn Solomon at or 443-738-1522.


ABOUT GLENN D. SOLOMON | 443-738-1522

Glenn D. Solomon is a principal at Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years. He has extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress.








Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With over 130 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our ten offices serve individual and corporate clients in the Maryland, Delaware, New Jersey, and Northern Virginia markets, as well as the Washington DC, Baltimore, Philadelphia, and New York City metropolitan areas. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.

You can connect with Offit Kurman via our Blog, Facebook, Twitter, Google+, YouTube, and LinkedIn pages. You can also sign up to receive Law Matters, Offit Kurman’s monthly newsletter covering a diverse selection of legal and corporate thought leadership content.