A pre-emption right (droit de préemption) gives its holder the priority right to acquire a company's shares or assets at the same price and conditions offered by a third-party buyer, if the current holder decides to sell. In shareholders' agreements, it gives existing shareholders a first right to maintain their ownership percentage before shares are sold to outside parties. In M&A, pre-emption rights significantly complicate sale processes: the prospective acquirer must anticipate that other shareholders may exercise their priority right, potentially blocking the intended transaction or requiring renegotiation of the deal structure.

‍

Example: in the sale of a 40% stake in a Franco-Swiss company to an industrial buyer for CHF 8.0 million, the other shareholders hold pro-rata pre-emption rights. One waives their right; the other exercises theirs for their 12.5% share (CHF 2.5 million). The industrial buyer can only acquire 27.5% rather than the intended 40% — a material change requiring restructuring of the acquisition thesis and potentially triggering MAC clause negotiations.

‍

Hectelion analyses pre-emption rights and their exercise conditions before engaging any M&A process to identify constraints on full capital acquisition.