Key contact: Julie Aubin (Lawyer - Founder)
Mergers and acquisitions are strategic moments in the life of a company. Whether you are acquiring a competitor, selling your business or structuring an equity investment, these transactions involve considerable financial stakes and require first-rate legal expertise.
The M&A lawyer is involved at every stage of the process to secure the transaction, conduct the negotiations and prevent risks. MOSAIK assists executives and investors with all of their external growth projects.
M&A transactions: stakes and typology
A merger or acquisition (M&A) covers all transactions by which one company takes control of another, in whole or in part. These deals serve varied objectives: rapid growth, acquisition of skills or technologies, entry into new markets, realization of synergies or consolidation of a competitive position.
Several configurations can be distinguished:
- Merger by absorption: one company absorbs the other, which ceases to exist as a legal entity;
- Merger by formation of a new company: two companies dissolve to create a new entity;
- Share or asset acquisition: the buyer acquires the shares or assets of a company that continues to exist as a legal entity;
- Partial sale: the seller transfers a portion of its capital or business while retaining a stake.
Each configuration has its own legal, tax and financial characteristics. The M&A lawyer analyzes your situation and advises you on the structure best suited to your objectives.
The stages of an M&A transaction
The preparatory phase and the letter of intent
Every transaction begins with a phase of preliminary negotiation. The buyer expresses its interest and submits an indicative offer. This phase culminates in the signing of a letter of intent (LOI) or a memorandum of understanding, a document that is non-binding on price but foundational for the negotiations that follow. MOSAIK drafts this document with care to protect your interests while keeping the negotiation dynamic constructive.
Due diligence
Due diligence is a decisive step. It is a comprehensive review of the target company that allows the buyer to verify the accuracy of the information provided and to identify risks before making any binding commitment. The review covers, among other areas, tax, accounting, employment and intellectual property matters. MOSAIK's experts coordinate these reviews with the accountants and financial advisers, and then issue precise recommendations on whether and how to proceed with, or walk away from, the transaction.
Negotiation and deal documentation
If the transaction is approved following due diligence, it takes shape through the signing of an acquisition agreement. This complex legal document organizes every aspect of the transaction: identification of the shares or assets sold, price and payment terms, conditions precedent, representations and warranties, transfer date, and the parties' respective obligations up to completion.
MOSAIK's lawyers work toward a balance acceptable to both sides. Overly aggressive negotiation damages the relationship and can derail an otherwise sound transaction: the lawyer's experience and sense of proportion are a decisive asset here.
Closing and post-acquisition integration
Closing is the moment when the transaction takes effect. Several weeks may elapse between signing and closing, during which the conditions precedent must be satisfied.
The integration phase, often underestimated, largely determines the long-term success of the acquisition. MOSAIK assists you at every stage to bring the transaction to a swift and secure conclusion.
Selling your SME: seller's warranty, letter of intent, shareholders' agreement
For the owner-manager selling their company, three documents concentrate most of the negotiation:
- the letter of intent, which sets the indicative price, the timetable, exclusivity and confidentiality. Poorly drafted, it binds you more than you think; well drafted, it frames what follows without committing you before due diligence;
- the seller's warranty (garantie d'actif et de passif), by which the seller indemnifies the buyer against liabilities and risks that arose before the sale and come to light afterwards. Its term, cap, deductible, trigger threshold and bank guarantee or escrow are negotiated line by line: this is where the price actually received is decided;
- the shareholders' agreement, where the seller keeps a stake or the founders stay on alongside the buyer: governance, exit, non-compete and transition clauses.
MOSAIK advises sellers and buyers of SMEs and mid-sized companies alike, from preparing the company for sale to payment of the price, and defends its clients when a warranty claim is made after the sale.
Acquisition of a French company by a foreign investor
When the buyer is based outside France, the transaction adds constraints of its own: foreign investment screening, which requires the prior authorization of the Minister for the Economy in sensitive sectors, in particular where an investor based outside the European Union crosses the 25% voting rights threshold; taxation of cross-border flows and tax treaties; French employment law, which the buyer is often discovering; bilingual documentation.
With its offices in Paris, Hong Kong and Mexico City, MOSAIK runs these transactions end to end, on the foreign buyer's side as well as the French seller's, without multiplying correspondents.
The strategic role of the M&A lawyer
Advice from the very conception of the project
The lawyer's role is not limited to drafting the contracts. It begins at the strategic planning stage. Drawing on its expertise in corporate and tax law, MOSAIK brings a global perspective that integrates all the legal and financial dimensions of the transaction, allowing its structure to be optimized from the outset.
A negotiator serving your interests
Every clause of an acquisition agreement can represent considerable sums. The lawyer defends your positions on the sensitive points (representations and warranties, price adjustment mechanisms, non-compete clauses), drawing on knowledge of market practice to identify what is genuinely negotiable and what is not.
A manager of legal risks
Every acquisition carries risks. The lawyer identifies them during the early phases of the project and puts the necessary contractual protections in place. This upstream vigilance prevents costly litigation and preserves the profitability of the investment.
M&A transactions are pivotal moments in the life of a company. Their success depends as much on strategic relevance as on the quality of the legal support. MOSAIK puts its expertise at the service of your growth, whether you are a buyer, a seller or an investor. Contact us for an initial discussion and let us define together the best strategy for your project.
Frequently asked questions
How long does an M&A transaction take?
On average, expect three to eight weeks excluding due diligence. This timeline can be shorter for straightforward deals, or longer where regulatory clearances are required (notably merger control) or where negotiations prove complex.
At what stage should you involve an M&A lawyer?
As early as possible. Involving the lawyer from the strategic planning stage makes it possible to optimize the structuring of the transaction, particularly from a tax standpoint, and to avoid costly mistakes that would need fixing later. Leaving the lawyer out until the negotiation phase is a false economy.
Does MOSAIK handle cross-border transactions?
Yes. With offices in Paris, Mexico City and Hong Kong, MOSAIK handles cross-border transactions and coordinates the legal aspects across multiple jurisdictions, taking into account the local specificities that shape negotiations and deal documentation.
How long does a seller's warranty (garantie d'actif et de passif) last?
Most often between three and five years, with a term aligned with the reassessment periods of the tax and social security authorities for tax and employment-related risks. The term is negotiated together with the cap, the deductible and the trigger threshold: accepting a long term in exchange for a low cap can be a good deal.
Does a letter of intent bind me?
It depends on how it is drafted. A letter of intent may remain a simple expression of interest, or contain firm commitments: exclusivity of negotiations, confidentiality, break-up fee. Abruptly breaking off advanced negotiations may also trigger your liability. MOSAIK drafts the letter so that every commitment is intended.
Does a foreign buyer need an authorization to acquire a French company?
Not always. The prior authorization of the Minister for the Economy is required only for the sensitive activities listed in the French Monetary and Financial Code: defence, security, infrastructure, health and critical technologies, in particular. The firm checks from the letter of intent stage whether the transaction is subject to it, as the review period weighs on the timetable.