SALE OF BUSINESSES - PURCHASE OF BUSINESSES - BY TRANSFER OF CONTROL

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SALE AND PURCHASE OF SHARES AND BUSINESSES

Updated by Dominique DAVODET, Fidal Technical Management
Written by
renowned experts
In French and English languages, on Internet Support



CONTENTS OF THE WORK

- General Comments
- Bibliography
- Texts and Case Law
- Letter of Intent

Sale of SA Shares
- The Buyer's Checklist
- The Sellers Checklist
- Call Option
- Put Option
- Share Sale and Purchase Agreement
- Formalities (SA)

Sale of SARL Shares
- The Buyer's Checklist
- The Sellers Checklist
- Call Option
- Share Sale and Purchase Agreement
- Put Option
- Formalities (SARL)

- Warranty Agreement
- Other Incidental Documents
DETAILED CONTENTS

Company transfers are complex operations, which come under several branches of the law. PACTA has assembled all the information required for the normal transfer of control of a S.A. and a S.A.R.L.: sample contracts, notes, legal formalities, vendors and purchaser checklists, standard letters and forms, case law, bibliography, etc. The structure follows the order of tasks and allows an overview to be maintained. With regard to contracts, a clear and concise note accompanies each clause. Variations often allow a drafter to place him or herself in the place of the vendor or of the purchaser, according to the party represented. In order to draw up draft contracts and other documents, you select the wording chosen by simply clicking a box with your mouse. The disadvantages of "cut and paste" then disappear: the program automatically exports your draft document to your usual word processor. The wording is available in French and English. Subscribing to the French and English versions allows drawing up the draft document in the language of your choice and then obtaining its translation.

General Comments ( Contents + )



Transfer of control: A company takeover requires the acquisition of a sufficient number of shares to confer a majority in the shareholders' meetings to the purchaser. The rules are different for S.A.R.L. and S.A. companies.
(+...)

Letter of Intent ( Contents + )



An agreement to transfer company shares is a contract of sale that, according to the law, is complete when the parties are in agreement over the object and the price. (Demo)

The Buyer's Checklist (SA) ( Contents + )



(Demo)

The Sellers Checklist (SA) ( Contents + )



(Demo)

Call Option ( Contents + )



The call option constitutes a unilateral undertaking, made by the sellers, to sell the shares at the buyer's express request, the latter accepting the promise purely as a promise, without himself making a binding promise to purchase. (Demo)

Put option ( Contents + )



The put option constitutes a unilateral undertaking, made by the buyer, to purchase the shares at the sellers' express request, the latter accepting the promise purely as a promise, without themselves making a binding promise to sell. (Demo)

Share Sale and Purchase Agreement ( Sommaire + )



The share sale and purchase agreement is a contract whereby the parties define their reciprocal obligations: (Demo)

Formalities ( Contents + )



Approval of the buyer as a shareholder ; Duty to inform personnel ; Replacement of company officers ; Transfer of the shares : (extraits de procès-verbaux)

The Buyer's Checklist (SARL) ( Contents + )



(Demo)

The Sellers Checklist (SARL) ( Contents + )



(Demo)

Call Option ( Contents + )



(Demo)

Put option ( Contents + )



(Demo)

Formalities (SARL) ( Contents + )



(Demo)

Warranty Agreement ( Contents + )



An increase in the liabilities or a reduction in the assets, the cause of which predates the transfer of control but which becomes apparent thereafter, may burden the company's balance sheet and therefore reduce the value of the shares. (Demo)

Other Incidental Documents ( Contents + )



(Demo)