Selling a business is far more than signing a contract. Whether it involves a share deal (sale of shares or stock) or an asset deal (sale of a business or assets), the transaction raises major issues: price, scope of the sale, warranties, tax impact, transfer of contracts, risk allocation and timing.
Yaël Sion LAWYERS & ASSOCIATES Law Firm supports you throughout the process to define the strategy, secure the transaction legally, and protect your interests at every stage, in Marseille and remotely throughout France.
This page focuses on “standard” business transfers and M&A transactions (company sales, SME transfers, asset or share deals). Transfers carried out as part of insolvency or collective proceedings (judicial reorganisation, liquidation, court-supervised sales) are addressed on a dedicated page.
Two Main Structures: Share Deal or Asset Deal
Share deal (sale of shares or stock)
The buyer acquires the company itself by purchasing its shares, taking over the structure as a whole (assets, contracts, employees, but also risks and liabilities). This type of transaction usually involves:
- a legal, tax and financial due diligence,
- price negotiations and adjustment mechanisms (closing accounts, earn-out, etc.),
- a representations and warranties agreement to allocate post-closing risks.
Asset deal (sale of a business or assets)
The transaction concerns a business activity (client base, lease rights, equipment, brand, goodwill, etc.) without necessarily transferring the company itself. Asset deals are highly regulated and require strict compliance with formalities, disclosures and timelines. The objective is to secure the transfer while limiting post-sale exposure.
Preparing the Sale: Key Steps Before Going to Market
A successful transaction is often decided upstream. Proper preparation helps avoid issues during due diligence, improves transparency and strengthens your negotiating position.
- Defining the scope: included and excluded assets, key contracts, IP, inventory, real estate.
- Identifying sensitive issues: client concentration, disputes, leases, compliance, tax and HR matters.
- Structuring documentation: data room, contracts, corporate records, financial statements.
- Setting a realistic timeline: LOI, due diligence, negotiation, signing and closing.
Due Diligence, Negotiation and Warranties: Securing the Core of the Deal
A business transfer requires rigorous preparation: auditing the transaction, structuring negotiations and securing contractual guarantees are essential to protect value and ensure a controlled closing.
Due diligence as a strategic phase
Due diligence aims to identify risks and secure the buyer, but also to protect the seller by anticipating objections and controlling disclosures. We assist you in:
- organising the data room and responses,
- managing communication and traceability of exchanges,
- preparing arguments and acceptable concessions.
The Letter of Intent (LOI): a critical document
The LOI often sets the framework of the transaction: indicative price, scope, timeline, exclusivity and conditions precedent. A poorly drafted LOI may significantly limit your flexibility. We help ensure it is clear, balanced and protective.
Representations and warranties
Representations and warranties are a central element of share deals. They govern post-closing risks (undisclosed liabilities, tax reassessments, disputes). We negotiate proportionate and coherent terms: duration, caps, thresholds, exclusions and claim procedures.
Tax Considerations: Structuring Without Exposure
Tax implications directly affect the seller’s net proceeds and the overall structure of the transaction. The lawyer’s role is to anticipate consequences and secure the chosen structure (holding companies, reorganisations, earn-outs, management packages, etc.).
Depending on your situation, coordination with other advisors (accountants, notaries, banks) may be relevant to ensure a consistent and secure approach.
Support for Sellers and Buyers
You are the seller
- defining the sale strategy (shares vs assets),
- preparing the transaction file,
- negotiating key documents (LOI, SPA, asset transfer agreements),
- managing warranties and post-sale risk exposure.
You are the buyer
- securing the scope of the acquisition,
- due diligence and risk analysis,
- negotiation of conditions precedent,
- implementation of legal protections (warranties, clauses, adjustments).
Support from Yaël Sion LAWYERS & ASSOCIATES Law Firm
Our approach: define the framework early, secure every document, and protect your interests throughout a demanding negotiation.
- Transaction structuring (share or asset deal)
- Preparation (data room, risk mapping, timeline)
- Negotiation of LOI, agreements and closing documents
- Risk management (warranties, clauses, conditions precedent)
- Coordination with all involved advisors
Get in touch
Planning a sale or acquisition? Let’s take time to clarify your objectives and secure the transaction from the outset.
FAQ – Business Transfer & M&A
Is it better to sell shares or assets?
This depends on the context (activity, risk profile, tax issues, contracts, and the objectives of both seller and buyer). An initial assessment helps determine the most appropriate and secure structure.
When should a lawyer be involved?
As early as possible, ideally before signing the LOI. Early decisions (scope, exclusivity, timeline, warranties) often determine the outcome of the transaction.
Are representations and warranties mandatory?
They are not legally mandatory, but they are very common in share deals. The key is to tailor them carefully (caps, duration, exclusions) to match your acceptable level of risk.
Do you only operate in Marseille?
The firm is based in Marseille and also works remotely throughout France, depending on your needs and constraints.
