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Mergers & Acquisitions


We support our clients (industrial players, funds, entrepreneurs, etc.) in M&A cases of all kinds (disposals, acquisitions, spin-offs, private equity, joint ventures, venture capital, etc.). Our department includes lawyers with specific expertise in cross-border transactions involving several countries. For all transactional matters, we rely on the firm’s other areas of expertise in order to provide an extensive and comprehensive approach to our clients.

We assist our clients in their acquisition or sale of companies (listed or not), industries or assets and in the establishment of joint ventures, and more specifically in:

  • The conduct of the legal and tax analysis prior to the implementation of the operation and its structuring
  • The organization of the data room and due diligence
  • Drafting and negotiation of preparatory acts (confidentiality, exclusivity, process letters, non-binding and binding LOI, etc.)
  • The audit as well as the negotiation and drafting of the contractual documentation relating to the transaction (assignment contract, guarantee contract, transitional agreements, etc.)
  • In international operations, with a special expertise in in-bound and out-bound operations.
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As­sist­ing you in your cor­por­ate, stock mar­ket, M&A and private equity trans­ac­tions
No mat­ter what kind of com­pany you run, wheth­er it is lis­ted or private, French or in­ter­na­tion­al, wheth­er you are a fam­ily group, an in­sti­tu­tion­al in­vestor, an in­vest­ment fund, an ex­ec­ut­ive, a uni­corn en­tre­pren­eur or a start-up, we can provide you with tail­or-made and in­nov­at­ive solu­tions in every leg­al field, at every stage of your trans­ac­tions.As we op­er­ate in every busi­ness sec­tor, we can identi­fy the spe­cif­ic risks re­lated to the stra­tegic is­sues you might face and bring you rel­ev­ant leg­al guid­ance.With our in-depth sec­tor ex­pert­ise, we are able to help you with day-to-day mat­ters, as well as the most com­plex op­er­a­tions, and cre­at­ively as­sist you through ap­pro­pri­ate and straight­for­ward ad­vice. We can work along­side you and sup­port you every step of the way, through your de­lib­er­a­tions, ne­go­ti­ations and de­cision-mak­ing pro­cesses, aim­ing to be­come your best trus­ted ad­visor.
CMS European M&A study 2019
The "seller-friendly" dy­nam­ic in European M&A trans­ac­tions strengthened dur­ing 2018, not­with­stand­ing a drop-off in volumes to­wards the end of the year. This comes in marked con­trast to the US mar­ket, where risk al­loc­a­tion con­tin­ues to fa­vour the buy­er.560340ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?unique_key=bfd4ddebbe2c42442e25ca7daaa0c5d9&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&cleanal­wayseznode://502942These con­clu­sions were pub­lished by CMS today in the 11th edi­tion of its an­nu­al European M&A Study, a multi-year ana­lys­is of the key leg­al pro­vi­sions with­in M&A agree­ments. The study is the most com­pre­hens­ive of its kind and is based on a pro­pri­et­ary data­base com­pris­ing more than 4,000 deals over a 12-year peri­od. Dr Max­imili­an Grub, Part­ner and Head of the Cor­por­ate/M&A di­vi­sion of CMS Ger­many, com­men­ted: "Des­pite a very tur­bu­lent 2018, the M&A mar­ket con­tin­ued to de­vel­op pos­it­ively over­all. Deal drivers on the buy­er side, such as the ac­quis­i­tion of sup­pli­ers, aqui-hire trans­ac­tions and not least the takeover of com­pet­it­ors, con­trib­uted to this de­vel­op­ment. Look­ing ahead to the cur­rent year, Grub be­lieves that the more seller-friendly mar­ket con­di­tions for M&A trans­ac­tions are likely to con­tin­ue, ac­cord­ing to Grub.Stefan Brunnsch­weiler, Head of the CMS Cor­por­ate/M&A Group, said: “Brexit and wider geo­pol­it­ic­al chal­lenges are weigh­ing on European M&A. Yet while volumes have tailed off, we’re still see­ing a sellers’ mar­ket when it comes to the terms of com­pleted deals. In our view, this won’t change. Buy­ers re­main hungry for growth and when they see op­por­tun­it­ies, they want to cap­it­al­ise on them.”Key find­ings of the re­port in­clude:De­creased use of pur­chase price ad­just­ments (PPA) – around 44 per­cent of deals in­cluded a PPA com­pared with 48 per­cent in 2017. This rep­res­ents a not­able move­ment against the over­all trend in re­cent yearsA sig­ni­fic­ant in­crease in the ap­plic­a­tion of locked box struc­tures – of the deals that did not in­volve a PPA, 59 per­cent used a locked box in 2018 which rep­res­ents a sig­ni­fic­ant in­crease over the 49 per­cent in 2017Earn-outs con­tin­ue to grow in pop­ular­ity – there was a two-per­cent­age point year on year in­crease in the use of earn-outs in 2018. A quarter of small and mid-cap deals now in­volve earn-outsA re­cord year for War­ranty & In­dem­nity (W&I) in­sur­ance –sellers are in­creas­ingly of­f­load­ing their war­ranty ex­pos­ure by pre-pack­aging a buy­er’s W&I policy. Nearly a third (30 per­cent) of deals val­ued over EUR 100m now in­volve this form of in­sur­anceRe­gion­al dif­fer­encesFrance has the low­est use of seller li­ab­il­ity caps and ap­plies de min­imis and bas­ket pro­vi­sions on few­er trans­ac­tions pro­por­tion­ately than the rest of Europe. However, the use of these pro­vi­sions has in­creased dra­mat­ic­ally in the UK.The concept of data room dis­clos­ure has not be­come widely ad­op­ted in South­ern Europe. Only 7 per­cent of trans­ac­tions in the re­gion re­flect such a pro­vi­sion com­pared with 74 per­cent for the Be­ne­lux and 61 per­cent for the UK.CEE leads in the use of MAC clauses (an in­crease this year) and con­tin­ues to ap­ply more ar­bit­ra­tion than oth­er European jur­is­dic­tions. Once again, the Ger­man-speak­ing coun­tries re­flect their geo­graph­ic set­ting and sit in the middle on most risk al­loc­a­tion is­sues.In con­trast to Europe, the US is a buy­er’s mar­ket. This is re­flec­ted in a much more fre­quent ap­plic­a­tion of pur­chase price ad­just­ments and MAC clauses.me­di­umTo re­ceive the full ver­sion of the study please con­tact us be­low: Silvia Cher­on­net Phone: +33 1 47 38 42 27 Email: silvia.cher­on­[email protected]Find more about our law firm:Our law firm is a lead­ing in­ter­na­tion­al busi­ness law firm. Its deep roots, unique po­s­i­tion­ing and highly re­cog­nised ex­pert­ise en­ables it to de­liv­er in­nov­at­ive, high value-ad­ded solu­tions in all areas of the law.me­di­umOur law firm in Franceme­di­umEx­pert­ise: Cor­por­ate/M&Ame­di­umBro­chure: Cor­por­ate,  boursières, m&a and private equity
Sep 2019
CMS European M&A Out­look 2019
Wel­come to the sev­enth edi­tion of the CMS European M&A Out­look, pub­lished in as­so­ci­ation with Mer­ger­mar­ket.Storms brew­ing: European M&A Out­look 2019eznode://526532560340ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?unique_key=a77726495479e33948faa6dbd3005e50&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&clean1al­wayseznode://4995760We are pleased to provide you with this year’s edi­tion of the “European M&A Out­look”, pub­lished in co­oper­a­tion with Mer­ger­mar­ket. The op­tim­ism amongst deal­makers for the fu­ture of European M&A has faltered some­what since last year’s re­port. The past 12 months have seen a shift in sen­ti­ment in the M&A com­munity and the be­gin­ning of a down­turn in deal­mak­ing activ­ity with European M&A value down 22% year-on-year to EUR 652.2bn. We ques­tion wheth­er the out­look of European M&A can still be con­sidered bright or if this slow­down is pre­dicted to con­tin­ue.Ex­ec­ut­ives fear the European cli­mate will worsen with nearly half of re­spond­ents not con­sid­er­ing M&A at all. Fur­ther­more, 73% of re­spond­ents ex­pect the level of European M&A activ­ity to de­crease or re­main the same over the next 12 months. However, while the out­look for M&A is broadly neg­at­ive, ex­ec­ut­ives ex­pect an up­surge in dis­tressed M&A and re­struc­tur­ings arising from de­teri­or­at­ing eco­nom­ic con­di­tions in the com­ing year. Re­spond­ents al­most un­an­im­ously (95%) ex­pect dis­tressed M&A to rise, with 94% be­liev­ing that re­struc­tur­ings will in­crease in num­ber.Key find­ings from our re­search in­clude:M&A ap­pet­ite weak­ens. 45% of re­spond­ents are not con­sid­er­ing M&A, com­pared to only 28% last year. Only 27% of re­spond­ents to this year’s sur­vey ex­pect the level of M&A activ­ity in Europe to in­crease over the next 12 months, and just 1% ex­pect it to in­crease sig­ni­fic­antly. Even those that are open to deals have ad­op­ted a more de­fens­ive mind­set, with a slant to­wards di­vest­ments and bolt-ons rather than trans­form­at­ive deals.Fin­an­cing con­di­tions to tight­en. 72% of re­spond­ents ex­pect fin­an­cing con­di­tions to be­come more dif­fi­cult in the com­ing year, even though, at the mo­ment, in­terest rates are low and fin­ance is read­ily avail­able. This con­trasts sharply with last year’s sur­vey, in which 47% pre­dicted fin­an­cing con­di­tions would get easi­er in the com­ing year. Most re­spond­ents (53%) ex­pect that they will have to fin­ance deals from their own bal­ance sheets. Dis­tressed M&A and re­struc­tur­ing to rise. 95% of re­spond­ents said they ex­pec­ted dis­tressed M&A to rise, in­clud­ing 64% who said they ex­pec­ted it to rise sig­ni­fic­antly. 94% of re­spond­ents said they thought re­struc­tur­ings would in­crease in num­ber. The con­sumer sec­tor has already seen an in­crease in dis­tressed deal flow, which could spill over in­to oth­er sec­tors if growth con­tin­ues to stall and trade spats es­cal­ate.Our fea­tures in this year’s re­port in­clude art­icles on how “European tech M&A has a strong fu­ture ahead” and, of par­tic­u­lar in­terest con­sid­er­ing the cur­rent polit­ic­al cli­mate, an in­fograph­ic which con­siders the link between “Brexit and UK M&A activ­ity”.We hope you find the European M&A Out­look in­ter­est­ing. Our an­nu­al CMS European M&A Study will be pub­lished in spring 2020 when we will re­port back on how this mar­ket has im­pacted M&A trans­ac­tion terms and con­di­tions.


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19 March 2020
CMS European M&A Study 2020: Seller re­mains king in Europe while in­dustry...
European M&A Out­look - 2019 Edi­tion
In 2019, European Mer­gers & Ac­quis­i­tions ex­ec­ut­ives are cau­tious over deal­mak­ing pro­spects. Down­load our study.
CMS European M&A Out­look 2019
Our law firm is pleased to provide you with this year’s edi­tion of the “European Mer­gers & Ac­quis­i­tions Out­look”, pub­lished in co­oper­a­tion with Mer­ger­mar­ket. Find out more.