Pre-pack lawyer in France
A pre-pack sale (prépack cession) is a technique for confidentially preparing the sale of all or part of the business before insolvency proceedings open, so that the court can quickly approve the sale plan once the proceedings have opened. This approach aims to preserve the value of the business by limiting the period of uncertainty and organising a swift handover to the buyer. Our business sale lawyer page covers these transactions more broadly.
A pre-pack sale requires rigorous preparation in advance: identifying and selecting the buyer, negotiating the takeover offer and preparing the file to be submitted to the court. This preparatory phase takes place within a mandat ad hoc or a conciliation procedure, both of which are subject to a duty of confidentiality. Article L. 611-7 of the French Commercial Code (Code de commerce) (in French) allows the conciliator to be tasked with organising a partial or total sale of the business, which may then be implemented in subsequent proceedings.
Why use a pre-pack sale in France?
In ordinary insolvency proceedings, the observation period between the opening of the proceedings and the adoption of the sale plan can last several months. This uncertainty erodes the value of the business, weakens relationships with customers and suppliers, and can lead key staff to leave. A pre-pack sale shortens this period of uncertainty by preparing the sale in advance, so that the plan can be submitted to the court and approved quickly after the proceedings open.
The confidential preparation phase
The preparatory phase of a pre-pack sale is generally conducted by a mandataire ad hoc or a conciliator, appointed by the president of the court at the debtor’s request. This procedure is confidential. It makes it possible to identify potential buyers, run a selection process, negotiate the takeover offer and prepare the documents needed to present the plan to the court.
We assist directors in preparing this phase, in running the buyer selection process and in negotiating takeover offers.
Opening of the proceedings and approval of the sale plan
Once the preparatory phase is complete and a takeover offer has been negotiated, insolvency proceedings are opened and the offer is presented to the court. Article L. 642-2 of the Commercial Code (in French) then allows the court not to launch a new call for offers where the offers gathered by the mandataire ad hoc or the conciliator are satisfactory. The court selects the offer that most durably secures employment and the payment of creditors, and that offers the strongest guarantees of performance. The judgment approving the plan allows the sale to be completed quickly.
Protecting the director
When properly conducted, a pre-pack sale allows the director to control the sale process rather than endure it. It can help preserve jobs, protect the director’s reputation and limit the risk of personal liability linked to late handling of the company’s difficulties.
See also our pages on the judicial safeguard lawyer (in French) and the lawyer for director liability in insolvency proceedings.
When to consult us
As soon as you see that continuing the business in its current form is compromised and that a sale to a buyer is the most realistic option. Before the financial situation becomes irreversible. When you wish to assess the options available, including preliminary out-of-court procedures.
Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.
Our related expertise: businesses in difficulty
- Insolvency lawyer in Paris
- Lawyer for businesses in difficulty in Paris (in French)
- Safeguard and judicial reorganisation lawyer (in French)
- Judicial safeguard lawyer (in French)
- Judicial liquidation lawyer in Paris (in French)
Further reading
