Cash remains the most common form of consideration and it is very rare for shares to be used as a means of payment for private mergers, unless the transaction is structured in combination through a merger or contribution. Credit notes are not used frequently, except for a limited portion of the price or intragroup bookings. Are there any assets or liabilities that cannot be excluded from the transaction by agreement between the parties, including the acquisition or sale of a business? Are there consents or communications generally required to transfer assets or liabilities related to a business transfer? With respect to the sale of assets, the market practice is to place the purchase price in trust in order to protect the buyer from the claims of the seller`s creditors, which may be triggered through mandatory disclosure procedures (see question 8). French corporate law prohibits financial support schemes in which a company, for the purpose of underwriting or acquiring its own shares, would prefer or lend direct or indirect interests to third parties or grant a security interest. Similarly, any company must refrain from abusing its assets or acting in contradiction with its property. Weak capitalization rules can also have an impact on acquisition financing operations. The amount of due diligence generally depends on the size of the proposed acquisition (i.e. the purchaser intends to acquire a minority interest or 100% of the share capital of the objective). Due diligence generally includes corporate documentation, business contracts, employment, taxation, IP, IT, regulation, litigation, environment, accounting and finance. Compliance issues are also increasingly becoming a central theme of due diligence, particularly under the new requirements imposed by the French Anti-Corruption Act 2016 (Sapin 2) Law. Depending on the type of company whose shares are transferred (for example.
B closely owned companies, such as partnerships (SNC or SCS) or limited liability companies (SARL), the agreement of other shareholders (or the board of directors of a limited company) may be necessary for a shareholder to transfer its shares. Otherwise, such consent is not required, unless it is provided for in the statutes. Do you have to file administrative applications or pay registration fees for the purchase of shares in a company, a company or assets in your country? Can a seller be held responsible for pre-contract or misleading statements? Can such liability be excluded by an agreement between the parties? VAT does not apply to transfers of shares or businesses. However, depending on the nature of these assets, VAT may be levied on individual asset transfers. The transfer of shares, businesses or assets can result in taxable capital gains for the seller. In a negotiating environment, directors of a buyer or seller must also pay attention to the specific obligations imposed on them, such as the obligation to act in the interests of the company (which may differ from the interests of shareholders) or the duty of loyalty that prevents, for example, the purchase of shares by minority shareholders at a price lower than that of a third party because of the privileged information it occupies as a result of its functions. This narrower framework can be seen as part of the explanation for the increased use of third-party assessments (see question 9). Do transfer taxes have to be paid on the transfer of shares in a company, a company or assets? If so, what is the rate of such a transfer tax and which party generally supports it? In particular, with regard to the acquisition or sale of shares in a company where there are several sellers, each must agree to sell for the buyer in order to acquire all the shares? If not, how can minority sellers who refuse to sell be crushed or dragged by a buyer? If the seller is a company subject to French tax on