Audit Légal
Contribution and Merger Audits.
During your restructuring operations, the Contribution and Merger Auditor secures your capital transactions by certifying the value of transferred assets and the fairness of exchange ratios.
The Mission
An independent statutory mission required during mergers, demergers, or contributions in kind. The objective is to guarantee to shareholders and creditors that the valuation of the contributions is at least equal to the nominal value of the shares issued.
Securing Capital Transactions
In the context of group reorganizations, fundraising, or external growth, the valuation of transferred assets must be indisputable. Overvaluation harms creditors; undervaluation unfairly dilutes historic shareholders.
Audit-AAM acts upon voluntary appointment or by court order to certify that the value of the contributions corresponds to at least the nominal value of the shares issued in return. Our role is not to hinder your momentum, but to legally and financially secure your corporate transactions.
Our Scope of Intervention
Our signing partners possess the technical expertise and legal authority to intervene across all your structural operations:
- Contribution Audit: Appraisal of the value of tangible assets (real estate, equipment) or intangible assets (patents, goodwill, equity stakes) contributed to the capital.
- Merger / Demerger Audit: Verification of the relevance of the relative values attributed to the shares of the companies participating in the operation and validation of the exchange ratio.
- Special Benefits: Appraisal of preferred shares or specific rights granted to certain shareholders during incorporation or throughout corporate life.
The AAM Method: Rigor and Responsiveness
M&A (Mergers & Acquisitions) operations obey extremely tight schedules imposed by the market or investors.
Our strength lies in our ability to immediately deploy a partner expert in financial valuation. We work in perfect synergy with your legal advisors (corporate lawyers, notaries) to anticipate blocking points, model share premiums, and deliver our reports within the incompressible deadlines required by your general meetings.
Are you planning a corporate restructuring? The appointment of a Contribution Auditor requires strategic anticipation. Contact our partners directly to organize a confidential consultation and define your operation’s timeline.
Methodology
- 01/ In-depth analysis of the contribution or merger agreement and the legal framework.
- 02/ Critical assessment of the financial valuation methods selected by management.
- 03/ Verification that assets are not overvalued and liabilities are not undervalued.
- 04/ Delivery of statutory reports in strict compliance with general meeting deadlines.
The AAM Difference
- Complete synergy with your corporate lawyers to streamline agreement drafting.
- Immediate availability of a signing partner to guarantee your closing schedule.
- Hybrid expertise combining legal rigor with advanced technical valuation capabilities (M&A).
Target Impact
100%
Legal Security. The operation is validated with no risk of subsequent dispute.
Contact a partner