Have you identified a business to take over? Before investing, it’s essential to
Ourbusiness law firm 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 your 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 the services of a business acquisition lawyer, you benefit from :
- A rigorous legal and tax audit(due diligence),
- Assistance in negotiating sensitive clauses,
- Drafting the business transfer contract in your best interests,
- Control of guarantees: asset and liability warranties, seller’s commitments, and all 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 thedue diligence stage: examination of accounts, contracts, taxation and legal environment. The aim is to identify risks and adjust the conditions of the takeover.
Negotiating warranties and sensitive clauses
We work with you to negotiate :
- Asset and liability warranties,
- Conditions precedent (financing, authorization, satisfactory audit),
- Price adjustment mechanisms,
- Any shareholders’ agreements if you acquire shares with other shareholders.
Drafting and signing the sales contract
Drafting 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 unanticipated tax or social security liabilities,
- Dispute over the clauses of the transfer contract,
- Lack of post-takeover legal protection,
- Personal liability of the buyer.
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:
- Letter of intent,
- Legal and tax analysis and due diligence,
- Support in negotiating asset and liability warranties,
- Drafting, negotiating, explaining and signing the sales contract,
- Post-takeover support (partnership agreements, restructuring, governance, etc.).
Whether you’re buying a business, shares or company stock, we secure the transaction strategically and in line with your objectives.
See also our complementary pages:
→ Business transfer contract
→ Business transfer agreement
→ Business transfer lawyer
→ Family business transfer
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 makes you the owner of the business as a whole (with its liabilities). Taking over the
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?
Audit (or due diligence) allows us to examine the company in its entirety, checking accounts, contracts, disputes and tax regulations to ensure their accuracy 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 an asset post-sale (debts, tax reassessment, etc.). This clause is negotiated and set out in the sale contract.
Is it necessary to sign a shareholders’ agreement after a takeover?
Yes, as long as you acquire a stake in the company with other partners, or if the former manager retains a controlling interest. A shareholders’ agreement enables you 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 to take over a company?
Make an appointment to secure your project.
Our firm will support you every step of the way, with precision and confidentiality.
👉 Entrust the drafting of your deeds to an experienced lawyer
👉 Get full negotiation support