→ M&A · Sub-expertise
Legal due diligence is the audit that reveals the true state of a target and shapes the valuation, the representations & warranties (W&I / liability guarantee) and the deal structure. Our teams conduct focused reviews on risk areas (corporate, key contracts, employment, tax, IP, litigation, compliance) and deliver an actionable report, ranked by criticality and geared toward negotiation.
→ What we cover
Full audit of the target on behalf of the buyer: identification of red flags, quantification of risks, recommendations for contractual protections (conditions precedent, specific representations & warranties (W&I / liability guarantee), price adjustment).
Anticipatory audit on the seller side to prepare for the sale, address friction points upstream, streamline the process and preserve value. Helps shorten the timeline and gain greater control over the negotiation.
Review of the articles of association, shareholders' agreements, share transfer registers, corporate resolutions, delegations of authority and regulated agreements. Detection of irregularities and restrictions (change-of-control clauses).
Analysis of strategic contracts (customers, suppliers, distribution, licences): term, exclusivity, change-of-control clauses, penalties, termination conditions. Identification of critical contracts for the go/no-go decision.
Review of the employment contracts of key staff, collective agreements, social-security (URSSAF) disputes, tax audits and pending litigation. Assessment of latent liabilities to calibrate the representations & warranties (W&I / liability guarantee).
Mapping of IP assets (trademarks, patents, software), ownership and exploitation. GDPR compliance, sector-specific compliance (healthcare, fintech) and international sanctions depending on the target's activity.
Concise report ranked by criticality, executive summary for decision-makers, detailed report for advisers. Concrete recommendations for negotiating the SPA and the representations & warranties (W&I / liability guarantee).
→ Our approach
01
Definition of the scope (full scope / red flag / focused), materiality threshold and timeline. Preparation of the documentary checklist and access to the virtual data room.
02
Systematic analysis of documents by major vertical (corporate, contracts, employment, tax, IP, litigation). Q&A sessions with the seller's advisers and management.
03
Drafting of the report, presentation to the client, ranking of risks, recommendations on the SPA, the representations & warranties (W&I / liability guarantee) and any price adjustment.
04
Updating of the due diligence before closing (bring down). Preparation and negotiation of the disclosure letter, which delimits the scope of the representations and warranties.
→ Who we help
Targeted audit of commercial contracts, administrative authorisations, environmental liabilities and employment disputes to secure the valuation and calibrate the representations & warranties (W&I / liability guarantee).
Vendor due diligence ahead of the process to clear irregularities, prepare a professional data room and accelerate negotiations with interested funds.
Repeated red-flag-format due diligence to chain acquisitions without overloading the timeline, with a focus on integration and consistency of the perimeter.
Coordination with foreign counsel for a multi-jurisdiction review, in particular on the key subsidiaries and the regulatory authorisations (competition, foreign investment control).
→ Q&A
Between 2 and 6 weeks depending on the size and complexity of the target: 2-3 weeks for a single-site SME, 4-6 weeks for a multi-subsidiary or international group. The red-flag format (critical issues only) can be completed in 1 to 2 weeks.
Vendor due diligence (VDD) is commissioned by the seller ahead of the sale: it prepares the ground, identifies the issues to be addressed and makes it possible to present a clean file. Buy-side due diligence is conducted by the buyer after signing the letter of intent (LOI) to validate its decision and feed the negotiation.
A standard checklist covers: articles of association and registers, shareholders' agreements, accounts and tax returns, main customer/supplier contracts, employment contracts of key staff, collective agreements, litigation, administrative authorisations, intellectual property titles, leases, financing agreements and GDPR compliance.
The risks identified in due diligence shape the drafting of the representations & warranties (W&I / liability guarantee): specific representations on sensitive matters, targeted exclusions, reinforced guarantees (tax, environmental, litigation). The disclosure letter attaches known items to the representations & warranties (W&I / liability guarantee) to limit post-closing risk.
→ 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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