Business transfers & acquisitions: securing the transaction from start to finish
A sale or an acquisition involves the future of all parties. The valuation, the guarantees, the legal structure and the timing of the closing directly determine the final result. Aknin Avocats assists sellers and buyers at every stage, from the letter of intent to the closing.
On the seller's side: preparing and securing the exit
For the transferor, the transfer often represents the culmination of several years of investment. The firm intervenes to:
- Structuring the operation : sale of shares or assets, depending on fiscal and operational issues
- Negotiate the conditions : prices, adjustments, earn-out, suspensive conditions
- Write or negotiate the asset and liability guarantee : scope, ceilings, deductible, duration
- Accompany the closing : sequestration, reiteration, post-closing formalities
On the buyer's side: identify risks before making a commitment
Acquiring a company without prior due diligence means taking back your risks without having evaluated them. The firm carries out or coordinates:
- La legal due diligence : contract review, off-balance sheet commitments, ongoing disputes, intellectual property
- THEanalysis of the existing shareholders' agreement : preemption, approval, exit clauses
- La structuring the acquisition : takeover holding, financing, leverage
Operations supported by the firm
Aknin Avocats has structured transfers in various contexts:
- Capitalization table outputs for startups at the end of the funding cycle
- Transmissions ofestablished businesses as part of a retirement or strategic reorientation
- Acquisitions by groups in external growth wishing to broaden their scope of activity
The asset and liability guarantee is not an ancillary clause. It is often the heart of the negotiation and the first subject of post-closing litigation.
Sale of shares or sale of assets: what is the difference?
The transfer of securities transfers the ownership of the company as a whole, with all its rights and obligations. The transfer of assets transfers only the specified elements of the assets (goodwill, equipment, contracts). The choice depends on tax issues, contingent liabilities and the will of the parties.
What is an asset and liability guarantee?
The asset and liability guarantee is a mechanism by which the transferor undertakes to indemnify the purchaser if an unreported liability or an overstated asset is discovered after the transfer. It sets a scope, compensation ceilings, deductible and duration. Its drafting is strategic for both parties.
What is earn-out and in what cases is it used?
Earn-out is a conditional price supplement, paid after closing if certain objectives (turnover, EBITDA, number of customers) are reached. It makes it possible to bridge a valuation gap between seller and buyer, but requires precise drafting to avoid post-closing conflicts of interpretation.
How long does a business transfer transaction take?
In general, 4 to 9 months between the first discussions and the closing. The duration depends on the complexity of the due diligence, the intensity of the negotiations and the suspensive conditions to be met: regulatory authorization, bank financing, change of control agreement.
Does the firm support both parties in the same transaction?
No The firm cannot simultaneously represent the transferor and the purchaser in the same transaction. He is mandated by one of the two parties and can, if necessary, recommend a colleague for the opposing party.
Due diligence, asset and liability guarantees, earn-out, holding structuring. The firm shares its analyses on M&A transactions for sellers, purchasers and investors who prepare or support a transaction.
