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Our videos dive into business growth, operational excellence, and concrete strategies to scale your company. Real-world case studies, expert interviews, and actionable advice: follow us to accelerate your growth journey.
In this sixth episode, Thomas Colin (Alvo.Market) and Maxime Nicolas (Outmatch) tackle a decisive yet often misunderstood step: moving from the Letter of Intent (LOI) to closing. To unpack these legal and financial “ups and downs,” they welcome Pierre-Guillaume Sagnol, Partner at PwC Avocats, who shares his M&A experience and his perspective on the role of advisors in this key phase.
The lawyer is no longer just a technician; they become a true transaction facilitator. Identifying the truly strategic issues, filtering out secondary points, and fostering compromise: this is the “deal maker” posture that enables transactions to succeed without unnecessary tension.
Once the LOI is signed, the buyer enters the due diligence phase. Legal, tax, HR, IT, financial, or regulatory: each audit aims to uncover risks and sensitive points. These findings then feed into negotiations, whether to adjust the price, obtain specific warranties, or resort to warranty & indemnity insurance.
Drafting the share purchase agreement crystallizes the issues. Duration of warranties, price adjustments, conditions precedent, role of the works council… all parameters that must be carefully defined. In this sensitive period, advisors help the parties preserve the relationship while protecting each side’s interests, especially in cases involving management transition.
Beyond technical aspects, a successful closing relies on trust and transparency. As Pierre-Guillaume Sagnol reminds us, a good deal is one where all parties walk away feeling they have gained something. More than an end point, closing marks the beginning of a new chapter — the company’s “season 2.”