Business Sale Advisory

Selling a company is a defining moment in a business owner’s life.

It involves complex trade-offs, a precise anticipation of risks and the ability to structure the process over time.

Beyond negotiating the price, a successful transaction relies in particular on:

• thorough preparation upstream,
• a rigorous and credible presentation of the business,
• controlled management of discussions with potential buyers,
• continuous legal protection through to the final completion of the transaction.

DELCADE acts as the business owner’s trusted legal advisor, with an overall view of the process, enabling the anticipation of potential friction points, the securing of key decisions and the strict protection of sensitive confidential information.

This service is designed for business owners and shareholders who wish to:

• anticipate a business sale, whether in the short, medium or long term
• structure a clear and credible sale process for demanding buyers,
• broaden discussions beyond a strictly local or national market,
• retain control over the transaction timetable, confidentiality and commitments,
• rely on a single legal advisor capable of overseeing the entire process.

Strategic structuring and preparation of the transaction

The support begins with a confidential discussion aimed at:

• clarifying the executive’s objectives (valuation, timetable, post-transaction role, governance, real estate, management),
• analysing the legal, tax and organisational issues involved,
• defining the most appropriate transaction structure (share deal, asset deal or mixed structure),
• determining the most relevant sale process, ranging from a targeted bilateral approach to a structured competitive process involving multiple potential buyers, depending on the executive’s objectives and the context of the transaction.

The structuring of the transaction is based on a thorough corporate law analysis, particularly with regard to governance, shareholding arrangements and capital structure.

The tax aspects of the transaction are also given specific attention, drawing on the firm’s tax law expertise, in order to anticipate the financial and wealth-related implications of the transaction.

DELCADE provides legal oversight of the sale process, in close coordination with the company’s advisors.

In this context, the firm is involved in particular in:

• the preparation of a summary presentation document (“teaser”), drafted in French and, where appropriate, in English, designed to present the company on an anonymous and non-binding basis; this document is used to test market interest, initiate targeted discussions with potential buyers and ensure strict confidentiality of the transaction;
• coordinating the drafting of a detailed presentation document (“information memorandum”) for buyers who have expressed confirmed interest; this document provides an in-depth and legally secure presentation of the company’s business, organisation, financial position and outlook;
• ensuring the legal consistency and robustness of all presentation materials;
• structuring and organising the seller-side data room; assisting, where appropriate, with the implementation of a vendor due diligence, in order to identify sensitive issues upstream, streamline buyer audits and secure the transaction timetable.

DELCADE assists business owners with:

• the targeted identification of strategic and financial buyers,
• a controlled and confidential approach, within a secure legal framework,
• the qualification of potential buyers (strategic fit, credibility, financial capacity),
• the organisation and management of initial discussions following the execution of confidentiality agreements.

Where the business owner wishes to move further into the operational implementation of the transaction, DELCADE also offers a dedicated seller representation service for SMEs, providing comprehensive legal support throughout the sale process.

The firm then provides:

• assistance with the negotiation of the letter of intent,
• overall legal management of the transaction,
• drafting and negotiation of the sale documentation, including the share purchase agreement, representations and warranties, and related undertakings,
• coordination with the buyers’ advisers through to signing and closing.

This approach notably ensures:

• a clear and credible sale process, aligned with market standards,
• a professional presentation of the company, meeting buyers’ expectations,
• enhanced control over confidentiality throughout the transaction,
• early identification and anticipation of legal and operational risks,
• overall coordination of the process, beyond the sole contractual negotiation phase.

This approach is grounded in DELCADE’s recognised expertise in corporate law and M&A transactions, advising business leaders on structuring, growth and business succession matters.

It is further based on:

• acting as a trusted legal adviser to the business owner,
• proven experience in business sale transactions, including cross-border operations,
• the ability to work effectively with French and international buyers and their advisers,
• a demanding, pragmatic approach focused on securing key strategic decisions.