The list of transferable assets is long: land, buildings, equipment, machinery, rights, patents, inventories, or entire business units, etc. In France, a company’s business unit (“fonds de commerce”) is subject to legal regulation, meaning strict formalities must be observed when acquiring or transferring one. Certain assets may also be subject to approval or consent requirements from authorities or contractual partners. Our lawyers specializing in M&A will help you analyze all relevant aspects and ensure that everything is legally compliant.

As a general rule, existing contracts and licenses involved in an asset deal are not automatically transferred to the buyer. Instead, an explicit transfer provision or the consent of the contractual partners is required. This should ideally be obtained by the time the asset deal is finalized. In France, special features must be considered regarding commercial leases (known as “bail commercial”). Our lawyers specializing in M&A ensure that all necessary approvals and consents are obtained in a timely manner.

Under certain circumstances, an asset deal may result in a business transfer under Section 613a of the German Civil Code (BGB) or Article L. 1224-1 of the French Labor Code. This means that the employment relationships would be transferred to the buyer. There are labor law consequences under that must be considered early on. Our lawyers specializing in M&A will help you identify potential risks to ensure a smooth transition.

In an asset deal, the buyer can select which assets to acquire specifically. However, there are various liability risks, such as those related to environmental protection regulations. Our lawyers specializing in M&A proactively help minimize risks and protect you with appropriate contractual clauses, such as guarantees.

Le rachat The process of acquiring a company typically involves a clear sequence of steps that must be carefully planned and coordinated. First, a target that is both strategically and economically suitable for the buyer is identified. The parties are then prepared for the actual acquisition process from a legal and economic perspective through pre-contractual safeguards such as non-disclosure agreements (NDA), term sheets, letters of intent (LoI) or memoranda of understanding (MoU). Next, the target undergoes a comprehensive review as part of due diligence, covering legal, tax, labor law, and financial aspects. Based on the results, contract negotiations conclude, and the final contract documents are signed. Once all conditions precedent (e.g., regulatory approvals) have been met, the closing occurs, i.e., the final transfer of the company to the buyer. Structured post-M&A integration support is essential to successfully integrating the target into the corporate structure, implementing necessary restructuring or optimization measures in line with the corporate identity, settling earn-out clauses, and managing warranty claims and disputes over purchase price components effectively. Our lawyers specializing in M&A provide comprehensive support for company acquisitions at every stage, from initial approach to successful post-M&A integration.