This article highlights several characteristics of United Kingdom law that make it more seller-friendly than the United States.

Typically, UK agreements contain only those closing conditions required by law or regulation, such as antitrust or regulatory approvals. Detailed provisions on timings for regulatory filings and consequences based on regulatory responses are also included.

It is unusual for UK deals to include material adverse change conditions. If such a condition is included, it will likely be relevant only in the event of an "armageddon" event and not applicable to macro-economic factors.

UK deals are typically done on a "certain funds" basis with no financing condition or financing out. Reverse termination fees, common in U.S. large cap private equity deals, are a rarity in the UK.

The price payable in a UK deal is agreed upon in advance of signing based on a balance sheet drawn up to an agreed locked box date. The buyer then bears the risk and rewards of the target's performance from the locked box date through signing to closing.

The authors also point out that the covenants to which the target business and seller are subject in the period between signing and closing are likely to be significantly more extensive in the UK than the U.S.

In the UK, it is unusual for warranties to be repeated, or "brought down," at closing aside from a small number of fundamental warranties, such as those regarding title. The position on a seller's liability when comparing the UK and U.S. is more balanced.

While a UK private equity seller is unlikely to give any warranties and other warrantors are unlikely to repeat them on closing, the scope of warranties and caps and time limits on liability are likely to be higher and longer in the UK than U.S.

Private equity sellers in the UK never give business warranties in an acquisition agreement.  Instead, a buyer relies upon warranties received from the management team.

Also in the UK, express contractual indemnification is far less common than in the U.S., except in relation to tax or other specifically identified risks.

Under a UK acquisition agreement, the seller's disclosures are typically contained in a separate disclosure letter, rather than schedules to the sale agreement itself, which is often the case in the U.S.

Orders for specific performance and liquidated damages are generally easier to obtain in the U.S. than UK.

In the UK equivalent of buying a business out of Chapter 11, a buyer receives no warranties or representations on the target business and have no post-closing recourse against the sellers.