Real estate due diligence
Audit of the asset: title deeds, easements, technical surveys, leases in place, litigation, planning compliance, environmental matters.
→ Real Estate · Sub-expertise
Acquiring or disposing of a real estate asset — offices, retail premises, industrial premises, portfolios — requires rigorous due diligence and skilful negotiation. We support investors, occupiers and developers across the whole process: audit, structuring (asset deal vs share deal), negotiation of the deeds, securing the closing.
→ What we cover
Audit of the asset: title deeds, easements, technical surveys, leases in place, litigation, planning compliance, environmental matters.
Choice between acquiring the asset (asset deal) and acquiring the shares of the owning company (share deal): tax implications, transfer duties, legal risks.
Negotiation and drafting of the bilateral or unilateral promise to sell, conditions precedent (financing, planning, due diligence), completion timetable.
Coordination with the notary for the notarial deed, management of the conditions precedent, securing of the payment and of the effective transfer.
Calibration of specific warranties (contaminated land, litigation, tax), management of any escrow, monitoring of post-closing commitments.
Coordination with the tax adviser on structuring (VAT, transfer duties, capital-gains regime), articulation with the overall wealth strategy.
→ Our approach
01
Analysis of the opportunity, choice of structure (asset deal vs share deal), definition of the acquisition or disposal strategy.
02
Full audit of the asset and of the legal position, identification of sensitive points, recommendations for contractual protections.
03
Negotiation and signing of the promise to sell, management of the conditions precedent, preparation of the closing.
04
Notarial deed, payment, transfer, monitoring of post-closing commitments, management of any adjustments.
→ Who we help
Acquisition of a let office building: due diligence on the leases in place, verification of authorisations, negotiation of the deed, secured transfer.
Disposal of a portfolio of retail premises to an investor: structuring of the transaction, vendor due diligence (VDD), management of leases and warranties.
Creation of a dedicated SCI for the acquisition of a real estate asset: choice of tax regime, capital structuring, articulation with the financing.
Disposal of an industrial site with potential environmental liabilities: pollution audit, specific warranties, articulation with the cessation of ICPE-classified activity.
→ Q&A
The asset deal (purchase of the asset) entails high transfer duties but ring-fences the risks. The share deal (purchase of the owning company) generates lower transfer duties but transfers the company's liabilities. The choice depends on taxation, the existing portfolio and the identified risks.
Common conditions: obtaining bank financing, clearing of challenges to a building permit, absence of exercise of a right of pre-emption (local authority, commercial tenant), lifting of due-diligence reservations. The timetable must be realistic.
Recommended for any industrial or former industrial site, and for at-risk land. The audit (historical study and investigations) makes it possible to identify the liabilities and calibrate the specific warranties. Lack of knowledge can expose the buyer to substantial remediation costs.
The notary is mandatory for real estate transfers: they draft and receive the notarial deed, check the title, calculate and collect the transfer duties, and ensure land registration. The lawyer and the notary work in a complementary way, the lawyer leading the negotiation and the due diligence.
→ Go further
Let's talk. We respond within one business day to qualify your transaction and direct you to the firm's most suitable lawyer.
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