We analyze the financial and tax risk and opportunities to optimize the contractual and financial terms of your acquisition.

We will provide you with commercial, practical, and tailored advice to address the challenges and specificities of your acquisition. At all times, we work in close collaboration with your teams and advisors.

We handle all accounting and financial due diligence, including:

• Quality of the information used to determine the price: Analyzing the financial data and other information provided by a seller. We assess its relevance and the consistency of its preparation.
• Normative performance: Analyzing historical performance and identifying non-recurring items in order to ascertain underlying performance (normative earnings), identify financing needs (normative working capital and net debt), and confirm the potential for cash flow generation.
• Tax risks related to the transaction: Analyzing the target’s tax position and understanding its relationship with the tax authorities and any consequences for the transaction.
• Forecast assumptions: Analyzing the business plan and other financial forecasts and comparing their assumptions with historical performance.
• Advising you on price adjustment mechanisms.

Our focus is on providing you with the support you need to make the key decisions with confidence.

We provide you with comprehensive, tailored support to give your disposal project the best chance of success. Working in close collaboration with your teams and advisors, we anticipate the potential pitfalls of your project and prepare analyses to make the deal run smoothly when third parties are eventually involved.

Limiting the impact of the project on the day-to-day running of your business: Supporting you throughout the transaction by organizing the data room and working with your teams on the question and answer process.

Our teams have extensive experience in the review of closing financial statements after a deal has been completed.

We perform a detailed analysis of post-acquisition performance to determine the result of clauses in a stock purchase agreement, such as earn-outs and liability guarantees:

• Interpreting and enacting price adjustment clauses and other post-completion mechanisms defined in the SPA.
• Assisting you with disputes regarding post-completion adjustments
• Assisting you in the integration of a new subsidiary