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How to deal with existing pre-emption rights in private M&A transactions

May 8 2019 The Supreme Court recently ruled that the granting of a call option over an asset which is subject to a pre-emption right violates such pre-emption…

Multiple signing authorities in M&A agreements following recent contract law reform

March 22 2017 New rules on signing authorities were recently introduced in Article 1161 of the revised Civil Code in order to prevent direct and indirect conflicts…

Liability of parent companies in carve-outs

July 29 2015 On May 12 2015 the Court of Cassation – the highest judicial civil court in France – held that a parent company cannot be held liable for failing to…

Supreme Court affirms validity of bad leaver provisions

December 21 2016 In leveraged buyout transactions, institutional investors that retain the management team in order to continue to run the business often set up put…

Private M&A deals: Supreme Court validates substitution clause in share purchase agreement

December 18 2019 A recent Supreme Court decision validates the substitution mechanisms in the context of M&A transactions. The mechanism is particularly helpful in M&A…

Private M&A deals: the price is not everything! Supreme Court orders a transfer of shares despite a dispute over the price

May 5 2021 In a recent case, following the majority shareholder's exercise of a call option, a minority shareholder refused to transfer their shares and argued…

Private M&A transactions: update on foreign investments

February 17 2021 In the context of the worldwide economic crisis due to the COVID-19 pandemic, France has reinforced its protection of French companies from foreign…

Private M&A deals: Paris Court of Appeal manual for overriding termination clauses

December 2 2020 In acquisitions of group companies, the agreements entered into by the parties are often subject to termination clauses. If the conditions of a…

Equity swaps and takeover bids: intentions matter

September 30 2020 In April 2020 the Financial Markets Regulator (AMF) heavily penalised a hedge fund for omitting to disclose its objectives regarding a takeover bid…

How to close a deal during lockdown… and in the future

July 15 2020 Closing is the ultimate stage in an M&A transaction where all parties meet to seal - and celebrate - their agreement; however, it can be a traumatic…