Analysis of SPA clauses
Review of the contractual definitions of financial aggregates and price adjustment mechanisms.
SPA Disputes
Analysis of disputes relating to the financial clauses of share purchase agreements. Expert intervention under articles 1592 and 1843-4 of the French Civil Code.
When is an expert opinion required?
Expert opinions on SPAs involve analysing the application of the financial clauses set out in share purchase agreements. They are required when disagreements arise over the calculation or interpretation of aggregates such as EBITDA, net debt, or price adjustment mechanisms.
METHODOLOGY
Our intervention is based on articles 1592 and 1843-4 of the French Civil Code, which allow for the appointment of an expert to determine prices and values in the event of a dispute.
Review of financial data
Verification of the accounting and financial data used to calculate the disputed aggregates.
Determination of value or price
Application of the contractual provisions to determine the adjustments or value in dispute.
Expert report
Formalisation of the analyses and conclusions in a report, acting as a court-appointed expert (articles 1592 or 1843-4 of the French Civil Code) or as a party-appointed expert.
Disputes concern the interpretation and application of financial clauses, in particular the calculation of aggregates such as EBITDA, net debt, or price adjustment mechanisms.
Yes, acting as a court-appointed expert under articles 1592 or 1843-4 of the French Civil Code, or as a party-appointed expert.
The expert analyses the contractual clauses and financial data to determine the amounts in dispute in accordance with the contract.
Yes, our reports are used in litigation and arbitration proceedings, both in France and internationally.
WHAT WE OFFER
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Rigorous contractual analysis
Detailed analysis of the SPA provisions and their financial translation, consistent with market practices.
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Independence of the expert opinion
Acting as a court-appointed or party-appointed expert, ensuring an objective assessment of the amounts in dispute.
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Credibility of positions
Structured, well-reasoned work that helps establish a strong position in negotiation or legal proceedings.
