News & Insights

EFE Conference: Charles-Emmanuel Prieur on “Mergers & Acquisitions” and “Liability Guarantees

Charles-Emmanuel Prieur, partner at UGGC Avocats, will be speaking on Tuesday December 9 and 11, 2025 at a conference on "Mergers & Acquisitions" and "Liability Guarantees".

On this occasion, Charles-Emmanuel will answer the following question: ” Pricing: how to draft pricing clauses?

Awards: Locked Box and Leakage, how to write them?

  • How can Locked Box and warranty clauses be combined?
  • How can you protect yourself against disputes related to the setting of closing accounts?
  • Analysis of the latest European trends in pricing clauses
  • Earn-out clause: what new practices? and what accounting standards should be adopted?
  • Earn out: what protective clauses for the seller in terms of management monitoring?
  • Is it possible to escape the legal regime of unforeseeability?
  • What legal guarantees are there in the event of a price dispute? Dol and M&A? What case law has emerged since the reform of contract law?

Case study: what negotiating and financial objectives should be supported?

Asset and liability guarantees for fund-raising or equity investments

  • Why include an ALM in a fundraising operation?
  • Who is the guarantor and who are the beneficiaries? Can the company provide the guarantee?
  • Form of warranty: How to analyze the practice of simple declarations without a warranty clause?
  • Perimeter of guarantee: what are the specificities of fundraising?
  • How strong is the guarantee? How to deal with the knowledge of guarantors?
  • Guarantee event: which clause is right for minority shareholders?
  • Indemnification: how to calculate it in a fund-raising operation?
  • Is it possible to reimburse the share premium paid?
  • Relution du bénéficiaire de la garantie: à quel prix valoriser les actions? Click here to find out more about the program and register.