Transactions, valuation, restructuring, disputes: a technical vocabulary where every word carries stakes. Here are the definitions and answers to the questions leaders most often ask — so you can decide with full knowledge.
Ask your question →An Independent Business Review is an independent analysis of the financial, operational and cash situation of a company in difficulty. Delivered to creditors (banks, bondholders), it makes the difficulties objective and quantified, tests the credibility of the business plan and frames debt-rescheduling negotiations. It is neither an audit nor a certification of the accounts, but the opinion of an independent expert intended to restore trust between the parties.
The ad hoc mandate and conciliation are two amicable, confidential procedures opened at the leader's request, aiming for a negotiated solution with creditors rather than formal insolvency proceedings. The ad hoc mandate is flexible with no strict duration; conciliation is more framed (around four months) and can lead to an agreement acknowledged or approved by the court.
A continuation plan lets a company in court-supervised recovery (redressement judiciaire) keep operating while clearing its liabilities over a period of up to ten years. It is presented to the court, which approves it after the opinion of the creditors and the insolvency officer. It requires demonstrating, with a business plan and cash-flow forecast, the company's ability to meet its repayment commitments.
Financial due diligence analyses a target's real performance ahead of a deal. On the buy-side, it secures the price by isolating the real normalised EBITDA, net debt and working capital. On the sell-side, Vendor Due Diligence (VDD) prepares the file upfront to anticipate buyers' questions, protect the price and smooth the sale process.
Normalised EBITDA is EBITDA restated for non-recurring, exceptional or unrepresentative items (restructuring costs, acquisition fees, one-off income…). It gives a truer picture of the company's sustainable ability to generate cash — the basis for valuation and price negotiations.
A company is valued by triangulating several methods: discounted cash flow (DCF), multiples observed on comparable listed companies or on recent transactions, and adjusted net asset value (NAV). Triangulating these gives a defensible value range rather than a single figure, tailored to the context (sale, fundraising, dispute) and the sector.
The locked box mechanism fixes the equity value at a reference date prior to closing: the buyer pays a fixed price and any transfer of value to the seller between that date and completion is restricted. It contrasts with the price-adjustment mechanism (completion accounts), computed after closing based on actual cash and debt.
Cash at closing, or net cash, is the net cash actually available at the completion date of a deal; it determines the final price adjustment. It is a frequent source of post-acquisition dispute: seller and buyer often disagree on whether certain cash is genuinely available, on debt-like items, and on the normalised level of working capital.
The waterfall describes the order in which sale proceeds are shared among the different classes of shares, particularly where preference shares carry priority rights (liquidation preference). Its calculation determines what each shareholder actually receives and is regularly contested, notably on investor exits or shareholder disputes.
Assessing a financial loss means quantifying the damage by comparing the actual situation with a counterfactual scenario — what would have happened without the wrongdoing. It draws on the analysis of margins, lost business opportunities and cash flows. To convince a judge or arbitrator, the demonstration must be robust and built to withstand the opposing counter-expertise.
A fairness opinion is an independent view on whether the price or terms of a deal are fair from a financial standpoint. It reassures governance bodies, minority shareholders or the court. It is independent financial advice, distinct from the regulated duties reserved to the chartered accountant or the statutory contribution auditor.
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