Is the transfer of shares revocable once it has been communicated to the management body? An essential question for M&A

Is the transfer of shares revocable once it has been communicated to the management body? An essential question for M&A

Abstract:

In the preliminary negotiations of the formative iter of the contract of sale of shares, the selling partner must mediate the prior communication to the company itself in order to comply with the preferential acquisition right of the rest of the partners and, where appropriate, of the company itself.

This communication is nothing more than an offer of sale that, with the content and the requirements provided for by law and bylaws, must be sent to the administrative body of the company. Is this offer revocable by the selling partner, or on the contrary, is there a right to withdraw before receiving the acceptance? The externalization of the will to acquire the shares marks the concurrence of the offer and the acceptance, leaving, from that very moment, the preliminary negotiations behind to enter into or give way to the perfection of the contract and the birth of the synallagma in the reciprocal obligations of both contractual parties. This is a matter of particular importance for capital risk, since the vast majority of investments are made in limited liability companies.

Keywords: Offer, acceptance, withdrawal, right of first refusal, revocation, capital companies, limited liability Company, venture capital.