Hoens & Souren Advocaten

Divergent interests regarding the takeover

The law firm of Hoens & Souren regularly assists in takeovers. A more diplomatic approach is called for particularly where there are several shareholders with different interests.

For example, when two seller shareholders, who also play a role in the management of the company to be taken over, will remain with the buyer following the takeover, while one or more other shareholders are deemed to have been bought out, but nevertheless remain involved in the company for a short transfer period.

Our assignment

Guide the departing shareholder towards a successful sale.

Our approach

Hoens & Souren discussed the mutual interests, meticulously studied what was of the utmost importance for the client, and negotiated hard to get the buyer to respect the interests of our client.

The different interests were identified: the departing seller had an interest in receiving the highest possible purchase price, whereas the sellers who remained had other interests, varying from prospects for the future, participation options, salary or fringe benefits.

Among the arguments put to the other shareholders was the one that because of his age, the departing shareholder had less of an interest in a follow-up assignment or employment. In particular, he had been there from the beginning, expanding the company that was now to be sold into a successful business in the mass catering sector.

The result

The departing shareholder received a larger share of the purchase price than the other shareholders who were to play a role in the management of the buyer, i.e. a higher goodwill payment. The other shareholders continued their career with a nice employer. All parties were happy with the end result.