Question 15775 — businesses

Summary

Mr. Nicolas Ray draws the attention of Mr. Keeper of the Seals, Minister of Justice, to the difficulties faced by candidates for the takeover of companies placed in receivership or liquidation, in particular in the context of transfers of business assets. If the law on collective procedures legitimately pursues the objectives of safeguarding activity, maintaining employment and clearing the passive, many professionals report an operation likely to limit competition between buyers and, ultimately, to harm the valuation of the assets sold. Indeed, as part of the transfer procedures, takeover candidates are frequently asked to submit complete files including financial supporting documents, balance sheets, certificates of availability of funds, or even detailed takeover projects, before even to have access to information allowing the real operating conditions and economic prospects of the company concerned to be assessed. However, contrary to the practices observed in private transfers, judicial administrators rarely provide potential investors with a summary presentation file allowing them to have objective information on the activity, the surface area exploited, the rental conditions or the main economic indicators of the case. Such a practice, which could be governed by the prior signing of confidentiality commitments, would in fact make it possible to expand the number of candidates for takeover and encourage more competitive offers. On the other hand, the terms of financial guarantees required in certain jurisdictions appear particularly restrictive. He is in Indeed, candidate buyers are frequently asked to produce, at the hearing called to rule on the offers, a bank check corresponding to 100% of the proposed price. Such a requirement has the direct consequence of reserving the possibility of positioning themselves for candidates who have their own funds and thus excluding all buyers using bank financing since credit institutions generally do not release the funds until the day of final signing of the transfer. Conversely, in several courts, particularly in matters of compulsory liquidation, the guarantee required is limited to 50% of the amount proposed, thus giving successful candidates the time necessary to finalize their financing. This disparity in practices between jurisdictions creates a breach of equality between candidates for recovery and tends, in fact, to exclude certain entrepreneurs using traditional bank financing. Finally, significant disparities between jurisdictions also exist with regard to the procedures for examining and selecting takeover offers. While certain procedures are based on clear and transparent rules, with the opening of bids before the candidates and the commissioner, thus guaranteeing equal treatment and the confidence of economic actors, in other jurisdictions, the conditions for choosing offers appear insufficiently regulated and the unsuccessful candidates have no visibility on the criteria used, the level of competing offers or the reasons leading to favoring one buyer over another. Such heterogeneity of practices is likely to weaken the readability of collective procedures and to fuel a feeling of opacity that is hardly compatible with the requirements of transparency and impartiality attached to the functioning of commercial justice. This is why the MP questions the Minister on the measures he intends to take in order to strengthen the supervision of procedures for the sale of companies in difficulty, to guarantee better clarity of the takeover terms and to facilitate access for candidates financed by recourse to bank credit. The strengthening of the transparency, fairness and the need to encourage the emergence of solid and lasting takeover offers must now be imposed in the operation of collective procedures. He wants to know his position on the subject.

Machine translation from French. The official text remains authoritative.

Timeline

No timeline events have been ingested for this record yet.

Votes

No vote records are attached yet.

Versions

No version snapshots stored. Document URLs remain at the source.

Documents

No documents linked.

Sponsors

No sponsors or actors listed by the source.

Related records

No cross-record relationships stored yet.