THIERRY LAMARQUE. Key success factors for buyers in takeover negotiations

The takeover of a company involves a number of stages that need to be understood if negotiations are to be carried out successfully. Both owners and buyers may adopt a variety of emotionally charged strategies, not to mention the crucial role played by the buyer’s counsel during this process.

Research Impact(s)

Our recommendations are intended for senior managers who wish to leave salaried employment for entrepreneurship, through the successful completion of an SME takeover project. To this end, our work opens up the “black box” of owner-buyer negotiations, and enables these senior managers to:

  • Identify the five stages that structure this singular process of negotiations,
  • Focus on the three sub-processes at work during the interactions between protagonists,
  • Help bring out the various emotions and strategies that drive buyers and owners,
  • Develop an ecosystemic approach to observing the organisation of five rounds of negotiations during the takeover project,
  • Understand the ten key success factors of these complex negotiations.

In addition, our research highlights the role of the experts commissioned by the buyer, and defines in an unprecedented way the crucial role of the buyer’s counsel during SME takeovers. 


Research Foundations

Our research topic falls within the disciplinary field of entrepreneurship, in a context of takeover planning.

More specifically, our work concerns negotiations during outside takeover operations of non-listed SMEs, generally with a turnover of between €1 and €10 million.  These operations pit individual buyers, former senior executives, against owner-managers, who are often founders of their companies.

This work uses Von Neumann and Morgenstern’s Theory of Games and Economic Behaviour (1944), which offered a seminal model in the field of negotiations through a scientific analysis of the interactions between actors.  The literature called upon involves research into negotiation as a strategy adopted by the parties involved, its process and the emotions experienced by these parties.


Our methodological approach is qualitative. It is based on semi-directive interviews with ten one-to-one interviews conducted with ten individual buyers who have been involved in outside business takeover negotiations for less than two years. We triangulated the points of view of those involved in the negotiations by meeting the members of the buyers’ coalition: chartered accountant, lawyer, buyer’s counsel. Finally, we recorded in a negotiation diary the notes relating to our observations of 35 business takeover negotiations.

Data from this material was coded using the SPHINXTM iQ 2 statistical analysis tool, its content was analysed and a lexical analysis was also carried out.

Further reading

“Rôles du conseil acheteur dans la négociation d’un transfert externe de PME”, (Roles of the buyer’s counsel in the negotiation of outside takeovers of SMEs), article co-written with Bérangère Deschamps in the journal “Revue Française de Gestion” (January 2020).

“Les émotions du repreneur lors des négociations de transfert externe d’entreprise”, (The emotions of buyers during outside business takeover negotiations), article co-written with Bérangère Deschamps in the magazine “Finance Contrôle Stratégie” (September 2020).

“La stratégie du repreneur lors d’une négociation d’une reprise externe d’entreprise”, (Buyer strategy during the negotiation of outside business takeovers), article co-written with Bérangère Deschamps in the magazine “Management International” (January 2021).

“Reprendre une entreprise”, (Taking over a company), book co-written with Martine Story, Editions Maxima, 2018.

“Reprise d’entreprise – Tout pour réussir votre négociation”, (Business takeovers – The key to successful negotiations), book co-written with Martine Story Editions Maxima, 2013.

Deschamps, B. & Lamarque, T. (2021). La stratégie du repreneur lors d’une négociation d’une reprise externe d’entreprise. Management international-Mi, 25(spécial), 228-240.


Feedback from panel members

Professor Helfer says that he was impressed by the thesis and that he is very satisfied to discover a number of factors that are very much present in real cases of takeovers. The model offers managerial implications that will be widely used in practice. Many of the analyses contained in the thesis can be extrapolated to great benefit. (Pr. Helfer, President of the examination panel).

This is without doubt an exemplary DBA thesis: a perfect illustration of how to capitalise on the professional experience of an expert offering an academic perspective on their practice (Pr. Boissin, External examiner).