Preparation of the file
Compilation of the presentation file (information memorandum), identification of the assets, contracts and employees to be transferred, indicative valuation of the business lines.
→ Restructuring · Sub-expertise
The disposal plan allows all or part of the business of a distressed company to be transferred to a buyer, within a judicial framework that secures the transaction (purging of security interests, freezing of liabilities). We support sellers, buyers and the officers of the procedure to structure an efficient disposal and preserve jobs.
→ What we cover
Compilation of the presentation file (information memorandum), identification of the assets, contracts and employees to be transferred, indicative valuation of the business lines.
Solicitation of potential buyers (industrial players, funds, internal buyers), management of a court-supervised tender process, organisation of the data room.
Receipt and analysis of the offers, negotiation of the scope (assets, contracts, employees), of the commitments (job retention, investments), of the price and of the timetable.
Preparation of the choice between offers, hearing before the court, advocacy for the preferred offer, management of any challenges.
Actual completion of the disposal, transfer of the assets and contracts, establishment of the new organisation, management of the liabilities not transferred.
Information and consultation of the works council (CSE), coordination with redeployment obligations, management of automatic transfers (article L. 1224-1) and any redundancies.
→ Our approach
01
Audit of the disposable scope, indicative valuation, compilation of the information memorandum and the virtual data room.
02
Solicitation of buyers, management of the offer process, negotiation of the key parameters (price, scope, employment commitments).
03
Presentation of the offers to the court, advocacy for the selected offer, judgment approving the disposal plan.
04
Actual transfer of the assets and contracts, payment of the price, formalities, operational setup of the new structure.
→ Who we help
Disposal of all the activities to a player in the same sector, preserving most of the jobs, within the framework of a judicial reorganisation.
Disposal of the viable business lines to one or more buyers, isolation and liquidation of the non-viable activities, overall optimisation of the scope.
Disposal plan prepared upstream in conciliation and executed quickly in safeguard or reorganisation, to minimise the duration of the procedure and preserve value.
An offer by the company's managers to take over the business, structured as an MBO in an insolvency context, with bank financing and a turnaround fund.
→ Q&A
The continuation plan keeps the company under its existing control with a repayment schedule. The disposal plan transfers the business to a new owner who starts with assets unburdened by the prior liabilities. The court arbitrates according to the solution most favourable to the sustainability of the business and to employment.
Any third party, with the exception of the director and their close relations unless specifically authorised by the public prosecutor (governed by article L. 642-3 of the Commercial Code). This restriction is intended to prevent abuse of the procedure.
The court assesses according to three main criteria: the sustainability of the business, the retention of jobs and the payment of the liabilities. Price is not the sole criterion: a buyer offering less but preserving more jobs may be preferred.
The liabilities not transferred remain in the selling company, which may be placed in judicial liquidation. The creditors are then paid according to the order of priorities on the disposal price and the residual assets. The purging of security interests is one of the great advantages of the disposal plan for the buyer.
→ 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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