FRANCE Law and Practice Contributed by: Karl Hepp de Sevelinges, Nicolas Martin, Cyril Deniaud and Benjamin Cohu, Jeantet
Clean rooms containing commercially sensi - tive information relating to the target may also be established, to which only a limited number of identified persons (usually lawyers) will have access. There is growing emphasis on ESG matters, in light of France’s CSR obligations and upcoming EU regulations. Cybersecurity and data protec - tion have also become critical areas of focus, particularly in transactions involving tech and digital businesses, due to GDPR requirements. In public M&A deals, most information is already available through mandatory disclosures (finan - cial reports, regulated announcements). Howev - er, in friendly transactions, additional information may be shared in a data room, subject to AMF guidance. Data room access must be limited to serious bidders under confidentiality agree - ments, the information shared must be strictly necessary, and any inside information must be restored in all material respects to the market via the offer documentation, ensuring equal treat - ment of competing bidders. 5.4 Standstills or Exclusivity In France, exclusivity clauses are commonly used in M&A transactions, especially in private deals. In a bilateral sale process, buyers typical - ly request a limited exclusivity period to secure their position while conducting due diligence and negotiating final terms. In a competitive bid - ding process, exclusivity is usually granted at a later stage once a preferred bidder has been identified. Exclusivity is viewed as a way to reduce deal uncertainty and accelerate negotiations. While primarily benefiting acquirers, it may also serve sellers by creating momentum and preserving confidentiality.
Standstill agreements are less frequent but may be used, particularly in public M&A or where sensitive information is disclosed. They restrict buyers from acquiring shares or launching a competing offer during negotiations, helping prevent hostile tactics and maintain a balanced negotiation environment. These mechanisms have become increasingly important in today’s competitive and risk-sensi - tive deal landscape. 5.5 Definitive Agreements In France, it is common practice to formalise the terms and conditions of a tender offer through a dedicated agreement, especially in friendly or recommended transactions. Such agreements are typically entered into between the bidder and the target company, and may also involve key shareholders. They serve to structure the transaction and provide legal cer - tainty on the offer mechanics, while remaining compliant with the principle of fair competition between offers and counter offers, as required by the AMF. These agreements do not prevent rival bids but help set a clear framework for the offer, particu - larly regarding pricing terms, regulatory condi - tions and procedural commitments. 6. Structuring 6.1 Length of Process for Acquisition/ Sale The timeline for acquiring or selling a business in France varies depending on the deal’s complex - ity, regulatory requirements and labour law con - straints. Most transactions are completed within two to nine months, covering key stages such as
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