Thus, I recently encountered the case of a managing director's son who clearly did not have what it takes to be a business leader. However, he had already been working there for several years and held shares in the company. No one had the courage to tell him that the business would be sold. Another example: two shareholders each owning 50% of the family company no longer get along. One wants to retire and sell their shares, but these cannot be valued in their current state (lack of a controlling majority). The other blocks every proposal, seeking above all to preserve their own employment.

There are therefore situations where one wishes to buy out a partner who not only works within the business, but also holds shares in it. A frank discussion between understanding individuals is sometimes enough to move forward. But what can be done when your counterpart is reluctant to listen and ready to enter into open conflict? How should one react when the opposing party is aggressive, acting in bad faith, and deaf to all arguments?

Legal proceedings to obtain the exclusion of a partner (Companies Code, Arts. 635–641) are lengthy, costly, uncertain, and highly painful. They undermine, or even paralyze, the proper functioning of the company. Such litigation generally benefits no one, except perhaps the lawyers.

Here, we will look at how to attempt to move a particularly difficult interlocutor forward. These are practical recommendations for an initial meeting aimed at unlocking a tense situation:

  • Convene your counterpart for a meeting focused on the future of the company. The topic must be clear so they can prepare for it properly. However, avoid holding a "meeting before the meeting."

  • Organize the meeting outside the usual workplace environment, for instance, at the accountant's office. Take your time and eliminate all potential distractions (mobile phones, etc.).

  • If the matter seems overly delicate, a third party can initiate the meeting and attend. A competent accountant or business transfer expert can ensure the meeting runs smoothly and prevent outbursts, while providing informed advice on how to structure the transaction.

  • Ensure a positive atmosphere—or at least the best possible one. Take the time to listen to your interlocutor. Let them "vent" without interruption. Once they have voiced their frustrations, they will be more open to dialogue.

  • On your end, avoid dwelling on the past. If your counterpart raises upsetting points, refrain from responding, even if you strongly disagree. You can simply reply: "I don't agree with everything you're saying, and I could express grievances of my own, but that is not the purpose here; what matters is the future."

  • Convey your core message: the status quo is no longer viable. Regardless of past reasons or responsibilities, facts must now be faced: business can no longer continue as it has. Back up your assertions with figures or concrete examples. For the good of the company, a decision must be made.

  • Threatening litigation is often counterproductive, as your counterpart may dig in their heels, convinced of their rights. On the other hand, it is essential they understand that your mind is made up and you will not turn back. Your determination will ultimately help them realize they must leave the company and that it is in their best interest to negotiate a clean exit.

  • Do not get drawn into price negotiations at this early stage. If your counterpart asks precise questions regarding valuation, respond that it is premature and that you are not a valuation specialist. However, it is advisable to reassure them that you will make a fair offer, within the limits acceptable to lending banks.

  • Conversely, if you can gather insights into your counterpart's psychological selling threshold, that would be highly valuable. Any information provided on their part could prove useful.

  • Taking notes is a good practice. While it may surprise them, it cannot be interpreted negatively. Notes serve a dual purpose: demonstrating genuine interest in what they say and allowing you to reference exact statements when drafting the minutes.

  • Every productive meeting must have a clear objective. For an initial meeting, a solid goal is to "map out the roadmap" for what comes next. Concretely, if your counterpart agrees to negotiate their exit, establish an operational framework for future negotiations. Set a realistic timetable agreed upon by all parties.

  • Draft meeting minutes, formalizing positions but, above all, recording decisions taken. Otherwise, you risk facing misunderstandings or reversals of position shortly thereafter. These minutes should be sent promptly after the meeting, asking participants to submit any comments. This prevents decisions reached during the meeting from being challenged later on.

The key to success in a difficult negotiation is entering into a structured, rational process. To achieve this, it is best to surround yourself with specialists. They can offer an objective and experienced perspective on valuation, deal structuring, agreements, and related matters. An objective and factual approach often helps unblock complex and delicate situations.