A Tunisian acquirer almost always starts with a spreadsheet. He projects revenue, updates cash flows, and discusses an EBITDA multiple.
This reflex is not wrong, but it is premature, since in an acquisition, it is the legal landscape that determines whether the calculated value will ever actually be realized. A target company may display flattering accounts and, at the same time, conceal a locked approval clause, an unprovisioned social liability, or an ignored concentration threshold. The price protects nothing; only the contract, properly structured upstream, protects the price.
Share transfer or business asset transfer
Every Tunisian acquisition revolves around an initial fork where either one takes over the corporate entity by transfer of shares or stakes, or one takes over only assets identified by a transfer of the business. The choice is not cosmetic.
In the first case, the buyer inherits the company as it stands, liabilities included, including commitments and disputes that do not yet appear on the balance sheet as of the signing date. In the second, he takes back only what the contract designates, leaving in principle the tax and social past to the seller, subject to a public notice intended to protect the latter’s creditors.
The approval, sealing of the closed capital
