Transfer plan
Decision of the court that organizes the takeover of a company in difficulty by a third party, within the framework of collective proceedings.
Definition
The transfer plan is the decision by which the court organizes the takeover of a company in difficulty by a purchaser, within the framework of collective proceedings. It covers all or part of the assets and contracts, and it provides for the fate of the employees concerned.
It comes after a period during which the company continued its activity under judicial supervision. Takeover offers are submitted, examined, and then compared. The court selects the one that offers the best guarantees for the continuation of the activity and employment, taking into account the price, the financing and the industrial project.
The judgment approves the plan, designates the purchaser and sets out the elements taken over. The assets not taken over remain in the company in proceedings, which then continues to exist for the purposes of liquidation and any distributions.
The decision is published in the BODACC. This publication informs creditors, employees and partners, and it makes the transaction enforceable against third parties. It is often the first information available on the future of a company whose situation was being closely monitored.
What the plan organizes
The scope taken over
The plan may cover the entire business or only part of it. Each offer specifies the contracts taken over, the assets concerned and the licences required for the activity. Anything not taken over remains within the proceedings.
The employees
The fate of the employment contracts is a central element in the examination of the offers. The purchaser takes over the contracts attached to the transferred activity, under the conditions laid down by the applicable rules. Employees not taken over fall within the wage guarantee scheme, subject to conditions.
A possible call for tenders
Where no satisfactory offer has been submitted, the court may organize a call for tenders in order to elicit applications. The procedure is then opened and the outcome depends on the candidates who come forward within the prescribed time limit.
Frequently asked questions
Who can take over a business under this framework?
Any interested party, including a director of the company in difficulty, subject to conditions, or a competitor, or an employee. Offers are assessed on their soundness, the price offered, the preservation of the business and jobs, never on the amount of the price alone.
What happens to the company whose assets are transferred?
It continues to exist in order to complete the liquidation of what has not been taken over, under the supervision of the bodies of the proceedings. The closure of the liquidation, followed by the striking off, brings its existence to an end.
Does BODACC publish transfer plans?
Yes. The judgment that adopts the plan is published, together with the purchaser, the scope of the transfer and the identifying details of the company concerned. This publication makes it possible to monitor the fate of companies in collective proceedings, often followed by analysts and competitors.