How to Track Specific Performance After Signing

How to track specific performance is a remedy-election ledger from signing through closing or termination, not another fee-math tab. For each signed deal, log whether the paper lets an aggrieved party force the close (specific performance), whether that party may only take a termination fee, whether the election is either-or, which breaches trigger the right, how notice and cure work, and status through demand, waiver, close, or walk-away. Raziel's break-up fee tracking page is the fee math. This page is whether the paper lets a party force the close instead of (or only) taking a fee.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the specific-performance and termination-fee interaction sentences. Do not invent an 11 percent, 66 percent, or 23 percent default onto a silent deal.

What this specific-performance ledger is (and is not)

A termination fee (break-up fee or reverse termination fee) pays cash when a deal dies under named conditions. Specific performance asks a court to force the close. Stephen Bainbridge, citing the ABA Business Law Section's 2025 Private Target M&A Deal Points Study at page 24 (139 publicly available agreements executed and/or closed in 2024 or Q1 2025), reports that in 2024-25, 11% of private deals said the aggrieved party was entitled only to the termination fee and was expressly not allowed to seek specific performance; 66% allowed the aggrieved party to seek either the termination fee or specific performance but not both; and 23% were silent. The Study sample is middle-market purchase prices from $25M to $900M (majority under $200M), with 42 simultaneous sign-and-close deals and 97 deferred. Those are study snapshots. Your remedies article controls.

This ledger is not the break-up fee amount, the reverse termination fee triggers, or a litigation strategy memo. It is whether specific performance is available, stacked with a fee, barred, or left silent next to the fee clause.

Seven columns on one specific-performance row

Open one row per signed deal. Attach the remedies article, the termination-fee clause, and any exclusive-remedy language that touches closing failure.

• Remedy election. Fee only (SP barred), either-or (fee or SP but not both), silent, or both if the PDF actually says both. Bainbridge / ABA p.24: 11% fee-only, 66% either-or, 23% silent. Copy the verbs. Do not paste 66% onto a silent deal.

• Which party can seek SP. Buyer only, seller only, either party, or a named subset. Copy the party language. A buyer SP right against a financing failure is a different book than a seller SP right against a walk for convenience.

• Which breaches or failures trigger SP. Failure to close, interim covenant breaches, or a named list. Copy the trigger. Keep reverse-termination-fee triggers on that fee row. This cell is when SP is available at all.

• Fee interaction. Whether the paper says you cannot stack the fee and SP. Bainbridge's 66% either-or print is the Study mode. Copy your sentence. Do not fold this cell into the break-up-fee or reverse-termination-fee dollar row.

• Notice and cure. Whether SP requires prior notice, a cure period, or a financing-marketing effort first. Copy the clocks. A demand sent before cure expires is a different trail than a demand after.

• Governing law note. If the paper names a governing law for remedies or equitable relief, copy it. Do not invent a Delaware default onto a California paper.

• Status. Copied, SP demanded, fee elected, waived, closed, or terminated. When cash moves or the deal dies, book the date.

Copy the clause, not the study percentage

Do not paste 11% onto a deal that still allows SP. Do not paste 66% onto a silent remedies article. Do not paste 23% silence onto a paper that clearly bars SP. Do not fold this row into the break-up-fee or reverse-termination-fee row. Those rows are fee math and fee triggers. This row is whether anyone can still ask a court to force the close. Keep them separate so a termination notice that cites "fee only" maps to the right cell.

When a closing failure looms, log which party is aggrieved, which election the paper allows, and whether a fee has already been noticed. That trail is what counsel will ask for before any SP demand letter goes out.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent an either-or election, ignore a fee-only bar, or treat the fee tab as if it answered the SP question. Raziel's alternative asset dashboard is where the remedies clause, the demand, and any fee cash should sit together. Raziel does not litigate your specific-performance theory. Copy the seven columns.