Protecting a British entrepreneur in a French law cross-border acquisition
What we achieved
- Advised a British founder of a UK medical technology business on selling his company to a French buyer.
- Reviewed and negotiated a French law business purchase agreement (governing the transfer of the business and its valuable intellectual property assets).
- Protected our client’s position in relation to warranties, indemnities and potential future liabilities.
- Provided strategic advice on the application of French commercial law throughout the transaction.
- Successfully negotiated and completed the sale on terms that pleased our client.
Selling a successful UK medical device business
Our client owned a British medical technology business. They had invented an innovative ophthalmic treatment device and successfully brought it to market in the UK. Following the product’s commercial success, he decided to sell the company to a French buyer.
As part of the transaction, the purchaser insisted that French law governed the acquisition. Given the significant value of the company’s intellectual property and the potential liabilities associated with the sale, our client sought specialist legal support to protect his interests throughout the process.
Negotiating a French law business purchase agreement
The proposed business purchase agreement contained several complex provisions requiring careful review and negotiation. We placed particular focus on the transfer of intellectual property rights, the scope of warranties and guarantees, responsibility for undisclosed or unforeseen liabilities, as well as termination provisions and indemnity clauses.
As is often the case in cross-border transactions, the parties took differing views on the allocation of risk and the extent of the protections that should remain available after completion. Reaching an agreement required careful negotiation and a thorough understanding of both the commercial and legal issues at stake.
Using French legal expertise to protect our client’s position
Our French Law team reviewed the purchaser’s proposed documentation and led negotiations on our client’s behalf. A detailed understanding of French commercial law was essential in assessing which provisions reflected mandatory legal requirements and which could be amended through negotiation. This enabled us to challenge several of the purchaser’s positions and secure revisions that more appropriately balanced the risks between the parties.
Working closely with our client throughout the transaction, we ensured that the legal documentation reflected his commercial objectives while preserving important protections in relation to future claims and liabilities.
Completing a successful cross-border business sale
Following extensive negotiations, the parties reached agreement and successfully completed the transaction. Our client completed the sale on favourable commercial terms, realising the value of the business he had built. He was confident about the intellectual property transfer and allocation of contractual risk. We helped our client achieve a successful outcome in a complex Anglo-French business acquisition, completing the sale to his satisfaction.
