Mergers & acquisitions
Supporting the sale, transfer and growth of the business at its decisive stages.
The firm supports entrepreneurs, companies and investors at the decisive moments in a company's life: acquisition, sale, transfer, fundraising, reorganisation. Our role: to secure the transaction from due diligence to closing, structure its terms and protect your interests. Our fields: sales and acquisitions, acquisition audits, shareholders' agreements, fundraising, business transfers.
Understanding mergers & acquisitions
What are the main stages of an M&A transaction?
From the letter of intent to closing, by way of due diligence. Typically: approach and letter of intent, acquisition audit, negotiation of the sale agreement and warranties, signing, then closing. Each stage has its risks; our role is to anticipate them and protect your position at every one.
What is the purpose of due diligence, and who carries it out?
To reveal the risks before buying. The acquisition audit examines the legal, tax, employment and financial aspects of the target. On the buyer's side, it informs the price and the warranties; on the seller's side, vendor due diligence speeds up and secures the sale. We lead the legal and tax workstream.
How can you protect yourself from unpleasant surprises after the sale?
Through solid representations and warranties. The sale agreement frames what the seller guarantees — debts, disputes, compliance — and the buyer's remedies. The quality of these clauses (caps, duration, escrow) makes all the difference in the event of a later dispute.
Do you need a shareholders' agreement, and what should it provide for?
Yes, as soon as there are several shareholders. The agreement organises governance, key decisions, the entry and exit of shareholders (pre-emption, tag-along, anti-dilution) and the breaking of deadlocks. Well drafted, it prevents disputes; absent, it makes them costly.
How do you prepare the transfer of my business?
By anticipating several years ahead. Family transfer, management buy-out (MBO) or sale to a third party: each route has its legal and tax implications. Preparing the company, its governance and its shareholding in advance maximises its value and the security of the transaction.
How do you bring in an investor during a fundraising?
Through a clear structuring of everyone's rights. Valuation, instrument used, investor's and founder's rights, governance: the documentation (term sheet, capital increase, agreement) must align interests while preserving your room for manoeuvre. We negotiate it for you.
What we handle
- Sales and acquisitions of companies (share & asset deals)
- Acquisition audits (due diligence)
- Negotiation and drafting (letter of intent, sale agreement, warranties)
- Shareholders' agreements and governance
- Fundraising and entry of investors
- Family transfer and internal buy-outs (MBO/LBO)
- Group restructurings and reorganisations
- Joint ventures and strategic partnerships