Preparation for the sale
Legal clean-up of the company (regularisation of corporate resolutions, updating of registers, securing of key contracts), upstream structuring (contribution-and-sale, holding) and preparation of the data room.
→ M&A · Sub-expertise
Selling a company is a unique moment for the manager: value must be secured, risks anticipated and the serenity of the process preserved. We support sellers at every stage — preparation of the file, selection of buyers with your M&A advisor, negotiation of the SPA and the representations & warranties (W&I / liability guarantee), through to closing and effective transfer.
→ What we cover
Legal clean-up of the company (regularisation of corporate resolutions, updating of registers, securing of key contracts), upstream structuring (contribution-and-sale, holding) and preparation of the data room.
Drafting and negotiation of the NDA, the letter of intent (LOI) and the term sheet: exclusivity, timeline, price conditions, adjustment mechanisms, conditions precedent.
Anticipatory audit to identify friction areas, address irregularities and present a well-controlled file. Helps accelerate the negotiation and defend the valuation.
Drafting and negotiation of the Share Purchase Agreement: price, adjustment (locked box or closing accounts), earn-out, conditions precedent, representations and warranties, interim covenants.
Calibration of the representations & warranties (W&I / liability guarantee): scope of representations, caps, deductibles, duration, claim mechanisms, security for the guarantee (escrow, bank guarantee, W&I insurance).
Coordination of signing and closing, satisfaction of conditions precedent, updating of registers, signing of transfer documents, management of post-sale transition support.
→ Our approach
01
Legal diagnostic of the company, identification of points to be regularised, choice of sale structure (share deal vs business deal), coordination with the tax adviser on wealth optimisation.
02
NDA, LOI, selection of buyers in coordination with your investment bank, negotiation of the term sheet and setting of the exclusivity timeline.
03
Management of the buyer's due diligence, parallel negotiation of the SPA and the representations & warranties (W&I / liability guarantee), finalisation of the disclosure letter, signing.
04
Satisfaction of conditions precedent (authorisations, financing, competition clearance if applicable), closing, effective transfer and any support for the seller during the transition.
→ Who we help
Preparation of the sale of a family-owned SME to a strategic player in the sector: upstream wealth structuring (contribution-and-sale under article 150-0 B ter), negotiation of the SPA and of the earn-out tied to post-closing performance.
Structured (banker-led) process with VDD, data room and parallel negotiation. Coordination with the management package where the manager reinvests in the fund's holding company.
Activation of the shareholders' agreement mechanisms (drag-along, tag-along, cross options), negotiation of the price and exit conditions while limiting friction with the other shareholders.
Coordination of sales across several subsidiaries (French or foreign), structuring of the perimeter, treatment of intra-group matters and specific clauses on support functions.
→ Q&A
A share deal transfers the company as a whole (assets, liabilities, contracts), with generally more favourable taxation for the seller and a simpler procedure. A business deal covers only the activity and certain assets, ring-fences the liabilities but requires formalities (publication, escrow) and specific taxation.
The locked-box mechanism fixes the price on the basis of reference accounts and prohibits any leakage of value up to closing. Closing accounts adjust the price based on accounts drawn up at the completion date. The choice depends on the timeline, the quality of the accounts and the balance of power.
Between 4 and 9 months for a standard transaction: 4 to 8 weeks of preparation, 4 to 6 weeks of due diligence, 4 to 8 weeks of SPA negotiation, then 4 to 12 weeks for closing once the conditions precedent are satisfied. An off-market sale can be quicker.
Anticipate the structuring several months before the sale: contribution-and-sale to a holding company (article 150-0 B ter), Dutreil pact for family transfers, retirement to benefit from specific allowances. Always in coordination with your tax adviser to validate the scheme.
→ 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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