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Depending on the type of company whose shares are transferred (for example. B closely owned companies, such as partnerships (SNC or SCS) or limited liability companies (SARL), the agreement of other shareholders (or the board of directors of a limited company) may be necessary for a shareholder to transfer its shares. Otherwise, such consent is not required, unless it is provided for in the statutes. There is no obligation to pay the same consideration to multiple sellers, but this would generally be the case if the buyer sought the consent of each shareholder (see question 4). On the other hand, if the transaction is a corporate transaction as a merger, all shareholders should be treated the same and benefit from the same consideration. The amount of due diligence generally depends on the size of the proposed acquisition (i.e. the purchaser intends to acquire a minority interest or 100% of the share capital of the objective). Due diligence generally includes corporate documentation, business contracts, employment, taxation, IP, IT, regulation, litigation, environment, accounting and finance. Compliance issues are also increasingly becoming a central theme of due diligence, particularly under the new requirements imposed by the French Anti-Corruption Act 2016 (Sapin 2) Law. The main substantive clauses of a share purchase agreement are: – recitals. You indicate the context of the transaction.

In the event of a conflict between the recitals and the material conditions of the agreement, a court will attempt to assess the intention of the parties and may decide that the material conditions prevail. The parties. Note that the target company is generally not a party to the share purchase agreement. Definitions. Transfer of shares. Price. Payment and transfer of ownership. Conditions of precedent (usually in France: approval of THE COMPETITION authorities of the EU and France, agreement of shareholders, prior authorisation by the tax authorities (for example. B if the seller obtains securities and wishes to overs stake), reorganization of the transaction, sectoral consents, consents of relevant third parties (. For example, changes to the control provisions in contracts), information or consultation of workers that must be processed before the signing of a binding agreement (and therefore should not be considered as a precedent) , etc.). How the operation should be performed if there is a gap between the signature and the closing. Conditions (cooperation, termination and waiver of the previous conditions).