Acquiring a company does not necessarily mean acquiring shares, but can also mean acquiring part of its assets.
The term “fonds de commerce”, in French, is generally used to refer to all the assets used by a company to carry out an activity supplying products or providing services to customers in return for payment.
This set of assets includes assets of various kinds (such as customers, operating tools, current contracts, receivables or leases).
Our assistance covers the following:
- Diagnostic initial :
- determination of the purchaser’s wishes
- identification of the elements forming part of the goodwill
- identifying the implications, advantages and/or disadvantages of structuring the acquisition as a business buy-out.
- identification of restrictions on transfer of agreements (some agreements may contain clauses prohibiting assignment)
- Coordination with other advisors to the purchaser
- Determining and negotiating the usual clauses (price and financial terms, guarantees, conditions precedents)
- Drafting of the asset transfer agreement
- Notification of the proposed transfer of the business to the lessor.
- Assistance in obtaining certificates
- Follow-up of obligations related to the closing (e.g. registration of the intellectual property that may have been transferred, transfer of ownership of the building associated with the business, if applicable, etc.)
