obliged to
a particular form?
In principle, the transfer of control is not subject to any special rules and must comply with the general rules governing sales (prior negotiations, letter of intent, talks, prior studies, drafting of partial agreements, assumption of costs, risk of improper termination of negotiations, consideration of the existence of any pre-emption rights); verification that there are no defects of consent, that the parties have the capacity to act (spouses, PACS partners, joint ownership), the purpose of the sale, the sale price (expression, determination, amount, indexation), specific conditions (suspensive, resolutory); etc.
However, as these disposals can have a significant impact on the economic fabric, the public authorities are tending to regulate them through ‘anti-abuse’ measures.
Certain administrative authorisations must be obtained, particularly in the case of a takeover involving a business merger or the transfer of a business from the public to the private sector, the sale to a non-resident of a business operating in a ‘sensitive’ sector (arms, electronics, scientific research), or the sale of a credit institution or insurance company.
It is also important to check the seller's undertakings (surety, non-competition clause, liabilities guarantee) and those of the buyer, and to ensure that minority shareholders and employees are protected, etc.
In companies whose shares are admitted to trading on a regulated market, shareholder protection is ensured by the rules applicable to takeover bids.