Legal guide - Taking over a company - How to secure your acquisition?

Have you identified a company to take over? Before investing, it’s essential to legally frame your takeover. Letter of intent, audit, negotiations, contractualization of the deal: each stage involves risks.

Our firm of business law attorneys can help you secure the takeover of a company at every stage.

Whether you’re a project owner, investor or family buyer, we can help you structure the acquisition, manage the tax aspects, and prevent post-sale disputes.

Why hire a lawyer for a business takeover?

Acquiring a company is more than just writing a check. Behind the promise of a successful takeover lie many grey areas: hidden debts, undisclosed commitments, overvalued assets, risky contracts.

When you call on a business acquisition lawyer, you benefit from :

A rigorous legal and tax audit (due diligence),
Support during the negotiation of sensitive clauses,
From the drafting of the business transfer contract in your best interests,
A mastery of guarantees: asset liability guarantee, seller’s commitments, and any other essential contractual elements.

Key stages in a legally controlled takeover

Letter of intent and due diligence

The letter of intent (LOI) sets out the broad outlines of the takeover (price, timetable, conditions) before the contract is signed. We can help you draw it up so that it protects your rights without committing you prematurely.

Then comes the due diligence stage: examination of accounts, contracts, taxation, legal environment. Objective: detect risks and adjust the conditions of the takeover.

Negotiating warranties and sensitive clauses

We work with you to negotiate :

The asset and liability guarantee,
Conditions precedent (financing, authorization, satisfactory audit),
Price adjustment mechanisms,
Any pactes d’associés if you enter the capital with other shareholders.

Drafting and signing the sales contract

The drafting of the business transfer contract is the most technical stage. Our role is to ensure that every clause is clear, balanced and adapted to your situation. We also oversee the signing and subsequent formalities (registration, transfer of shares, etc.).

The risks of a poorly prepared takeover

An ill-advised recovery can have disastrous effects:

Discovery of an unanticipated tax or social liability,
Dispute over the clauses of the transfer contract,
Lack of post-takeover legal protection,
Personal liability of the buyer.

A legal support for a company acquisition helps to avoid these costly mistakes, by anticipating every potential difficulty.

What our firm can do for you

We support business buyers every step of the way:

Drafting of the letter of intent,
Analysis and legal and tax due diligence,
Support in the negotiation of asset and liability warranties,
Drafting, negotiating, explaining and signing the transfer agreement,
Post-takeover support (partnership agreements, restructuring, governance, etc.).

Whether you’re buying business assets, shares in a company or shares in a company, we secure the transaction strategically and in line with your objectives.

Frequently asked questions about taking over a company

What’s the difference between buying a company’s shares and buying its assets?

Buying a company’s shares or actions makes you the owner of the business as a whole (with its liabilities). Taking over the assets (fonds de commerce) means buying only the business, leaving the liabilities to the seller. The choice of structure depends on your objectives and the risks you have identified.

What is a letter of intent (LOI) in a takeover?

It is a pre-contractual document that sets out the intentions of the parties before signing a compromise or final contract. It secures negotiations while leaving a certain amount of flexibility. It is best to have it drawn up by a business lawyer.

Why do an audit before buying a company?

The audit (or due diligence) allows us to examine the company in its entirety, checking accounts, contracts, disputes and tax records to ensure their veracity and adjust the price or conditions of the takeover.

What is the purpose of an asset and liability warranty?

It protects the buyer in the event of the discovery of liabilities or the undervaluation of a post-sale asset (debts, tax adjustment…). This clause is negotiated and set out in the transfer agreement.

Is it necessary to sign a shareholders’ agreement after a takeover?

Yes, as long as you enter the capital with other partners, or if the former manager retains a controlling interest. The pacte d’associés (shareholders’ agreement) makes it possible to organize the governance of the company, the distribution of voting rights and the resale of shares in a confidential manner…

Contact a business lawyer

Are you planning a business takeover?
Schedule an appointment to secure your project.
Our firm is with you every step of the way, with precision and confidentiality.

👉 Entrust the drafting of your deeds to an experienced lawyer
👉 Get full negotiation support