All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

The acquirer is any person interested in the transfer of the target. This may be an undertaking—whether a competitor or not—an investment fund, or individuals.

Depending on the type of negotiation chosen by the seller, there may be a single buyer or multiple prospective buyers. In the case of a private negotiation, a single buyer enters into negotiations with the seller, in the absence of any com …

Sole purchaser and prospective purchasers

The acquirer is any person interested in the transfer of the target. This may be an undertaking—whether a competitor or not—an investment fund, or individuals.

Depending on the type of negotiation chosen by the seller, there may be a single buyer or multiple prospective buyers. In the case of a private negotiation, a single buyer enters into negotiations with the seller, in the absence of any competition . Conversely, when the seller conducts a private tender (open bid ), multiple buyers enter into negotiations with the seller. In this case, the prospective buyers are put in competition, allowing the seller to benefit from an increase in the target's price.

At the same time, prospective buyers review the various pieces of information about the target, provided by the seller, which will allow them to assess the opportunity to submit an offer or not, and on this occasion, they sign a confidentiality agreement or non-disclosure agreement (Non Disclosure Agreement - "NDA"). A prospective buyer who uses or discloses confidential information obtained during negotiations without authorization may incur liability under ordinary law . Throughout the negotiation phase, prospective buyers are also bound, like the seller, by a duty of good faith towards each other . Therefore, a prospective buyer of the entire capital of a company, who leads the seller to believe that they can pay the balance of the price in due course with their own funds, only to inform them, the day before the date set for signing the promise, that they have not obtained a bank loan, incurs liability for allowing negotiations to continue that would inevitably result in costs .

CEDDAHA, Mergers and Acquisitions, Economica, 6th ed., 2021, 62.

AMANN, The open bid: Legal aspects, LPA 28 June 1991, 13.

Cass. 1re civ., 6 January 1998, LawLex202200009167JBJ.

Company Law (en cours)

234. Sole purchaser and prospective purchasers

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Les notions juridiques connexes

234. Sole purchaser and prospective purchasers

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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