Disposals, Transmissions & Exits
Marseille · Var · Throughout France · International
NOEM AVOCAT advises on all business disposal and acquisition transactions, from structuring to signing, including legal due diligence and negotiation.
Share & Asset Transfers
A transaction may involve shares in a company, a business as a going concern, a business division or selected assets only. The chosen perimeter has a decisive impact, particularly on the contracts to be transferred, the approvals to be obtained, the treatment of existing employment contracts and the allocation of risk between sellers and buyers. NOEM AVOCAT advises sellers and buyers on the legal structure of the transaction and organises each stage through to final completion and the post-completion process.
LBO, MBO & OBO
LBO, MBO and OBO transactions combine acquisition, financing and governance. They require the acquisition vehicle, bank debt, any vendor financing, the seller's contemplated reinvestment and the arrangements between shareholders to work together. The legal documentation is aligned with the financial model, with particular attention to exit arrangements, warranties and obligations that continue after completion.
Legal Due Diligence
Legal due diligence identifies risks capable of affecting the value of the target company or completion of the transaction: ownership and governance structure, material contracts, intellectual property, leases, disputes, security interests, regulatory matters and other relevant issues. Depending on the transaction, the assignment consists in conducting the buyer's due diligence or preparing the seller's company through vendor due diligence (VDD) in order to anticipate the sale of the business and streamline negotiations. NOEM AVOCAT can also review an existing VDD report.
Negotiation & Documentation
The letter of intent, undertaking, share purchase agreement, sui generis agreement, warranties, escrow arrangements and closing documents must form a coherent whole, regardless of the transaction concerned. Pricing mechanisms — including a fixed price under a locked-box structure, price adjustments, an earn-out or vendor financing — are drafted by reference to the available financial information. NOEM AVOCAT coordinates the participants and supports the negotiations through signing and effective completion.