Bankruptcy Law

The transfer of the business may be total , which implies that it includes all the assets necessary for the continuation of the debtor's business , but only those assets, to the exclusion of the personal assets of the individuals associated with the SNC . If the assets that make up the business are no longer part of the debtor's assets, having been sold to a third party before the opening of the i …

Content of the takeover offer

The transfer of the business may be total , which implies that it includes all the assets necessary for the continuation of the debtor's business , but only those assets, to the exclusion of the personal assets of the individuals associated with the SNC . If the assets that make up the business are no longer part of the debtor's assets, having been sold to a third party before the opening of the insolvency procedure, the plan cannot be approved . Furthermore, the court must be wary of yielding to the pressure of demands for guarantees from purchasers: he commits an excess of power when, in response to an offer for the total sale of a company's assets, accompanied by a condition precedent by virtue of which its managers must subscribe to a non-competition clause with regard to the purchaser, he imposes such a commitment on the latter .

The sale may also be only partial. In this case, it concerns a set of operating elements that form one or more complete and autonomous branches of activity , even if this represents only a fraction of the company's assets  and does not enable creditors to be paid in full .

The offer must be in writing and include the information listed in Article L. 642-2, II and III of the  Commercial Code. In particular, it must indicate the precise designation of the assets, rights and contracts it includes, mention business and financing forecasts, the price offered, the terms of payment, and the status of the capital providers and, where applicable, their guarantors. If the offer involves borrowing, it must specify the terms and conditions, in particular the duration. The offer must also include the date of completion of the sale, the level and prospects of employment justified by the activity in question, the guarantees subscribed to in order to ensure its enforcement, forecasts of asset sales over the two years following the sale, the duration of each of the commitments made by the offeror and the methods of financing the financial guarantees envisaged when they are required under Articles L. 516-1 and L. 516-2 of the Environmental Code. Where the debtor exercises a liberal profession subject to a legislative or regulatory statute or whose title is protected, the offer must also include an indication of the transferee's professional qualification.

Cass. com., 11 June 1996, LawLex202200010096JBJ (RJ).

Cass. com., 3 March 1992, LawLex202200009998JBJ (RJ).

Cass. com., 2 February 1993, LawLex202200010095JBJ (RJ).

Cass. com., 17 March 1998, LawLex200200001156JBJ (RJ).

Cass. com., 2 February 1993, LawLex202200010086JBJ (RJ).

Cass. com., 26 June 1990, LawLex202200010068JBJ (RJ).

Bankruptcy Law

879. Content of the takeover offer

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

879. Content of the takeover offer

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise