Business Valuation and M&A Advisory in Paris

Business Valuation, Growth Strategy and M&A — Hayot Expertise Paris#

Planning to sell your company, make a strategic acquisition or raise capital? Business valuation and M&A advisory are high-stakes financial and tax operations where every decision matters. Hayot Expertise, based at 58 rue de Monceau (Paris 8), has spent over 10 years supporting SME and mid-cap owners through external growth projects, business transfers and capital raises. Our approach combines financial rigour, tax expertise and a qualified partner network (business lawyers, private equity funds, investment banks) to secure every stage of your transaction.

Business valuation means determining the economic value of a company at a given point in time, using several complementary methodologies. It is essential in many situations:

• Full or partial disposal: to set an objective, defensible sale price against the buyer
• Family transfer: to value shares within a gift or inheritance, and optimise transfer duties with the Dutreil regime
• Entry of a new partner: to determine the entry price and avoid any undervaluation risk challenged by the tax authority
• Fundraising: to negotiate from a position of strength with investors (business angels, VC funds)
• Management packages: to set the exercise price of BSPCEs or free shares at fair market value
• Tax or legal disputes: to produce a report that can withstand scrutiny from tax authorities or courts

This page covers strategic advice and the M&A process (preparation, finding a counterparty, negotiation). When you need an independent, enforceable valuation report (dispute, shareholder exit, divorce, tax authority), see our dedicated business valuation service.

• Owners preparing a disposal — full or partial, who want a defensible price and a clean, well-structured sale.
• Buyers and consolidators — making a strategic acquisition and needing valuation, due diligence and financing.
• Founders raising capital — who need a credible valuation to negotiate from strength.
• Families planning a transfer — valuing shares for a gift and optimising duties with the Dutreil regime.
• Companies setting up management packages — fixing the fair-value exercise price of BSPCEs or free shares.

No single method gives "the" value — a credible figure comes from triangulating several, then arbitrating between them in light of your sector, your growth and the reason for the valuation. We typically run three to four of the following and reconcile them into one defensible range:

Discounted Cash Flow (DCF)#

DCF discounts projected free cash flows over 5 to 7 years, adding a terminal value. It is the reference method for growth SMEs with sufficient forward visibility (>12 months backlog). It requires a solid business plan and defensible discount-rate assumptions (WACC).

Comparable multiples#

We apply EBITDA or revenue multiples drawn from recent transactions in your sector. For example, an IT services SME typically trades at 6 to 10 times normalised EBITDA in 2026. For a SaaS startup, an ARR multiple is often more relevant (3 to 8× ARR depending on growth rate).

Net asset value (ANC)#

ANC values the company based on its restated assets (properties, business goodwill, patents, trademarks) less debt. This method is preferred for wealth-holding companies, property vehicles (SCI) or low-profitability structures with high asset values.

Summary table of methods#

Whether you are on the sell-side or the buy-side, the discipline is the same: prepare thoroughly, create competition or optionality, and never negotiate without the numbers to back your position. Our mandates are deliberately hands-on — the same person who valued the business sits at the negotiating table, so nothing is lost between analysis and deal-making.

Sell-side engagement#

Selling a company must be prepared at least 12 to 18 months in advance. Our mandate covers:

• Vendor Due Diligence: preventive audit to identify and resolve friction points before the buyer discovers them (tax, employment, contractual risks)
• EBITDA normalisation: restatement of non-recurring items (above-market owner remuneration, personal expenses, non-arm's-length rents) to present a representative EBITDA
• Information Memorandum: drafting of the financial and strategic presentation (pitch deck, financial model)
• Competitive process: confidential approach to 5–15 qualified candidates to create competition and maximise price
• LOI negotiation: letter of intent, conditions precedent, exclusivity period
• Asset and liability warranty (GAP): negotiation of amounts, caps and duration
• Tax optimisation of the capital gain: contribution-exchange (Article 150-0 B ter), Dutreil regime, acquisition holding

Buy-side engagement#

• Financial modelling: acquisition business plan, synergy projections, financing plan (senior debt, mezzanine, LBO)
• Due diligences: financial, tax, employment and legal to identify risks before signing
• Acquisition structuring: choice between business assets, share acquisition or merger depending on tax implications
• Financing: preparation of bank files, search for co-investors, negotiation of credit terms
• Post-acquisition: integration of accounting systems and reporting, payroll harmonisation

Disposing of a French SME generates a capital gain on securities subject to the flat tax (PFU) of 31.4% (12.8% income tax + 18.6% social contributions). On a €2M disposal with an initial cost of €100K, the €1.9M gain generates €596,600 in tax. Several mechanisms can significantly reduce this:

Contribution-exchange (Article 150-0 B ter CGI)#

Before the disposal, you contribute your shares to a holding company you control. The holding then sells the shares. The capital gain is deferred as long as the holding reinvests at least 60% of the proceeds in eligible assets within 2 years. The deferral can be maintained indefinitely through successive reinvestments.

Dutreil regime (family transfer)#

On a family transfer (gift to your children before disposal), the Dutreil regime provides a 75% abatement on the taxable value of shares. On a €2M company, gift duty falls from ~€200,000 to ~€50,000.

Retirement abatement (Article 150-0 D ter CGI)#

If you dispose within 2 years of retirement, a fixed €500,000 abatement applies before the PFU. Tax saving: €150,000.

Crucially, all three levers must be set up before the sale — a contribution-exchange or a Dutreil gift decided after signing is worthless. This is why we insist on tax structuring 12 to 18 months ahead: the difference between a well-structured and an unstructured disposal routinely runs into the hundreds of thousands of euros on a mid-sized deal.

The single biggest lever on your final price is preparation, and it starts 12 to 18 months out. A company with clean, audited accounts, formalised contracts, a management team that can run without the owner, recurring revenue and low client concentration commands a premium multiple. The same business with informal contracts, owner-dependence and latent employment risks trades 20-30% lower — for identical earnings. We run a pre-sale diagnostic, fix what can be fixed in the time available, and document everything a buyer's due diligence will probe, so the process confirms your value rather than chipping away at it.

1. Scoping and objectives — we clarify your goal (sell, buy, raise, transfer), your timeline and your constraints.
2. Valuation — a multi-criteria report (DCF, multiples, net asset value) with documented, defensible assumptions.
3. Preparation — vendor due diligence and EBITDA normalisation to remove friction points before a buyer finds them.
4. Process — a confidential approach to qualified candidates, an information memorandum, and a competitive dynamic to maximise price.
5. Negotiation — the LOI, conditions precedent, the asset-and-liability warranty, and the tax structuring of the deal.
6. Closing and beyond — signing, and on a buy-side, the first-100-days integration of accounting, reporting and payroll.

• Underestimating preparation: a company with poor accounts, informal contracts or latent employment risks trades 20–30% below its intrinsic value
• Launching without a valuation: accepting the first offer without a counter-proposal backed by an independent valuation report is an expensive mistake
• Ignoring tax structuring: the disposal structure must be anticipated at least 18 months before signing to benefit from contribution-exchange or Dutreil
• A poorly negotiated GAP: can turn a successful disposal into a lengthy and costly dispute
• No competitive process: selling to a single candidate without competition invariably caps the sale price

A success fee aligns our interest with yours: we are paid more when the deal closes well. Every mandate begins with a free, confidential scoping meeting, and you receive a written engagement letter with the full fee basis before any work starts.

• Multidisciplinary expertise: accounting, tax and financial advice in a single point of contact
• Qualified network: M&A lawyers, mid-market investment banks, PE funds targeting French SMEs (€1M–€50M)
• Bespoke approach: no industrialised process — each transaction receives the attention its complexity deserves
• Paris 8: our location at the heart of the Parisian business district places us at the centre of the French financial and legal ecosystem
• Strict confidentiality: all M&A mandates are governed by NDAs from day one