Transfers · Acquisitions · Distressed businesses
Business acquisitions in French insolvency proceedings
SUN AVOCATS assists buyers, investors and business leaders with acquisitions of companies, businesses as going concerns, business divisions or assets, including transactions within French judicial reorganisation or liquidation proceedings.
From Paris, the firm helps define the legal framework of the acquisition, assess the proposed commitments and prepare an offer consistent with your project.
Acquiring a distressed business
An acquisition in insolvency proceedings follows a different framework from an ordinary negotiated sale. Timelines may be short, information incomplete and discussions organised by the professionals appointed in the proceedings.
For a negotiated acquisition outside insolvency proceedings, see our business acquisition in Paris page.
The project must identify what would actually be acquired: operations, assets, rights and contracts. Jobs, the price, funding and the buyer’s commitments must be considered together. The treatment of contracts, employees, debts and security interests depends on the applicable framework, the scope of the offer and the court’s decision.
Where a court-approved business transfer plan is proposed, the offer is submitted to the court. The price matters, but the preservation of employment and the assurances of implementation also inform its assessment.
Assistance from the initial review
Assistance can begin when a target is identified. Before preparing an offer, the activity, accessible information and proposed scope need to be assessed to determine whether the project can proceed on a realistic basis.
SUN AVOCATS organises the legal review: matters to document, contracts to examine, acquisition structures to consider and deadlines to anticipate. This also helps identify issues for your accounting and financial advisers.
The acquisition therefore forms part of a wider business transfer and acquisition process, adapted to the constraints of the particular matter.
Supporting the acquisition project
Assessing the opportunity
Review the business, assets, contracts and jobs involved. Identify legal constraints, any authorisations required and missing information to assess the acquisition’s scope.
Access to information
Organise access to available documents and useful discussions with the professionals involved in the proceedings. A confidentiality undertaking may be required to access a data room or additional documents.
Structuring the project
Identify the buyer, acquisition vehicle, scope and proposed commitments. Anticipate funding for the price, post-acquisition needs and working capital, with supporting evidence of financial capacity.
SUN AVOCATS advises on the project’s legal structure and can, where needed, coordinate discussions with the buyer’s accountants, financial advisers, banks and other professionals.
Preparing the offer
Draft an offer identifying the assets, rights and contracts, the price and payment arrangements, business and employment prospects, guarantees and the duration of commitments. Prepare supporting documents and check filing requirements.
Hearing and completion
Prepare discussions and the presentation at the hearing where a business transfer plan is proposed. After the decision, assist with the documents and steps required to implement it within the approved scope.
Types of acquisition projects
- Business
- Acquire an organised business within the scope determined by the transaction and, where applicable, by the court.
- Business division
- Consider acquiring a self-contained operating division, with the resources needed to operate it identified precisely.
- Business as a going concern (fonds de commerce)
- Assess the purchase of a business and the elements needed to operate it, checking the relevant rights and contracts.
- Assets
- Acquire specific assets or rights where permitted by the legal framework. Sales of individual assets follow different arrangements from a court-approved business transfer plan.
Preparing a transaction within a constrained timetable
The task is to turn available information into informed decisions: what is acquired, what remains to be checked, obligations to assume and resources needed to begin operating.
Particular attention is needed for operating contracts, jobs, security interests over assets and the commitments made in the offer. Their treatment cannot be inferred from the price alone.
The firm helps prioritise checks, coordinate participants and meet deadlines, with the aim of presenting a legally structured project that takes account of constraints and unresolved issues.
Henry SUN
Founder of SUN AVOCATS · PhD in law
Henry SUN assists businesses and their directors in business law. His practice includes business transfers and acquisitions, sales of businesses as going concerns, investment projects and legal structuring.
This approach connects the review of the matter, the acquisition structure and the bidder’s commitments.
View Henry SUN’s profileAssisting French and international investors
SUN AVOCATS’ international practice, particularly in France–China relations, supports discussions with French and foreign investors. The firm works in French, English and Chinese, depending on the professionals involved.
The bidder’s identity, funding sources and the project’s legal organisation should be prepared from the initial assessment stage. Discover our France–China practice
Frequently asked questions
Can a business in judicial reorganisation be acquired?
Yes. A whole or partial transfer may be ordered where the legal conditions are met. The project must be assessed against the business’s position, timetable and proposed scope. The court decides on the transfer.
Can only a division or certain assets be acquired?
This may be possible. A partial business transfer and a purchase of individual assets follow different frameworks. The assets concerned, their possible operational independence, required authorisations and sale arrangements must be identified.
What must an acquisition offer contain?
A written offer should identify the assets, rights and contracts, price, funding, business and employment prospects, guarantees and the duration of commitments. Supporting documents depend on the matter and the applicable framework.
How long is available to submit an offer?
There is no single deadline for all projects. The filing date must be checked in the relevant proceedings with the administrator or liquidator. Information, commitments and supporting documents should be prepared in advance.
Can an offer be changed after filing?
Changes are strictly regulated: they must in particular better serve the statutory objectives of the transfer and comply with applicable deadlines. Restrictions apply as the hearing approaches. An offer binds its maker, so any change must be reviewed before submission.
Is a separate company needed to make an offer?
This depends on the buyer, investors, funding and project. Where a company to be incorporated or a substitution is contemplated, the structure must be prepared in advance and presented as required by the proceedings.
Considering a business acquisition?
SUN AVOCATS can assist with the analysis, legal structuring and preparation of your acquisition project.
