Price structure
Fixed price, locked box, closing accounts, performance-indexed earn-out, anti-dilution clauses. Choice of the mechanism suited to the target's profile and the level of trust between the parties.
→ M&A · Sub-expertise
The Share Purchase Agreement is the central contract of an acquisition: it sets the price, organises the transfer of the shares and allocates risks between the parties. Our teams negotiate and draft balanced SPAs, tailored to your strategy as a buyer, incorporating the findings of the due diligence and the financing constraints.
→ What we cover
Fixed price, locked box, closing accounts, performance-indexed earn-out, anti-dilution clauses. Choice of the mechanism suited to the target's profile and the level of trust between the parties.
Competition clearance, foreign investment control, release of security interests, obtaining of financing, consent of key partners. Realistic timeline and long-stop clauses.
Representations & warranties on the target: corporate, accounts, contracts, employment, tax, IP, litigation, compliance, environment. Calibration according to the risks identified in due diligence.
Material Adverse Change clause to protect against a major event between signing and closing. Price-reimbursement clauses, working capital adjustments, corrective mechanisms.
Conduct of business between signing and closing (maintenance of the activity, prohibition on distributions, prior consents for acts outside the ordinary course), to preserve the value of the target.
Non-compete and non-solicitation of the seller, transitional support, liability guarantee, indemnification, transfer of key contracts. Conditions of post-closing cooperation.
→ Our approach
01
Definition of the sticking points (price, warranties, timeline), coordination with the due diligence, anticipation of the conditions precedent and regulatory authorisations.
02
Drafting of the draft SPA, cross mark-up with the seller's advisers, negotiation sessions, arbitration between commercial and legal points.
03
Finalisation of the SPA and its schedules (disclosure letter, reference accounts, list of contracts), signing and formalisation of the closing timetable.
04
Management of the satisfaction of conditions precedent, signing of the closing deliverables (transfers, resignations, registers), coordination of post-closing actions (integration, reporting).
→ Who we help
Balanced SPA between an industrial buyer and a founder-seller: closing-accounts adjustment, 24-month representations & warranties (W&I / liability guarantee), partial escrow, 12-month transitional support.
SPA between funds with a locked-box mechanism, limited representations (relying on due diligence), W&I insurance to carry the guarantee.
Mixed price structure: a fixed component at closing and an earn-out over 3 years indexed on EBITDA. Detailed clauses on the conduct of business during the earn-out period to avoid disputes.
SPA in English on a European target, integration of local specificities (foreign investment authorisations, taxation, employment), coordination with foreign counsel.
→ Q&A
The Material Adverse Change clause allows the buyer to walk away or renegotiate in the event of a major adverse event affecting the target between signing and closing. Its drafting is highly technical: covered events, exclusions (general market conditions), materiality threshold, consequences.
Signing is the execution of the SPA, which binds the parties to the negotiated terms. Closing is the effective completion of the sale, after satisfaction of the conditions precedent (authorisations, financing, final due diligence). Between the two, interim covenants govern the conduct of business.
Warranty & indemnity insurance is useful when the seller wants to limit its post-sale exposure (exiting fund, rapid distribution of the price) or when the negotiated representations & warranties (W&I / liability guarantee) are insufficient for the buyer. It generally represents 1 to 2% of the insured amount and requires thorough due diligence.
In France, the transaction must be notified if the combined worldwide turnover of the undertakings concerned exceeds certain thresholds and national thresholds are met. The thresholds are regularly updated and vary by sector (distribution, retail): we systematically verify the need for notification on a case-by-case basis.
→ 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.
Get in touch→