Areas of intervention

The firm assists companies in all aspects of corporate governance, group reorganization as well as corporate and contractual structures.

• Corporate structures: structural audits, group restructuring, shareholders' agreements, intra-group agreements, joint ventures.
• Support for company executives: management package, assumption of office agreement, stock options/BSPCE (Bons de souscription de parts de créateur d'entreprise), termination agreement (good leaver/bad leaver).
• Drafting/auditing of major commercial contracts (partnership, distribution, service provision, etc.).

M&A operations, irrespective of a company's size, are highly diverse in nature: fund-raising, sale of shareholdings/control, IPOs, business transfers. The firm is regularly involved in such operations.

• Set-up, due diligence and audit of planned transactions: Private equity, LBOs, over-the-counter (OTC) transactions; advice, drafting and negotiation of the various deeds: letter of intent, offer, SPA (sale and purchase agreement/share purchase agreement), GAP (Garantie d'actifs et de passifs or assets and liabilities guarantee), GAPD (Garantie à première demande or at-first-demand guarantee), etc.
• Internal financing/corporate engineering: capital increases, issuance of simple or complex bonds (private debt), issuance of preferred shares.
• Compliance - analysis of regulatory compliance: competition law (risk of concentration/agreement), accounting consolidation (delimitation of scope) and stock market regulations (concerted action, crossing of thresholds, takeover bids, etc.).
• Post-transaction counseling: reinvestment/transfer strategy, management of post-acquisition litigation (assets and liabilities guarantee and executive departures).

The firm regularly assists its clients before the civil and commercial courts, offering rapid, comprehensive and efficient handling of each case. We take a case-by-case approach to develop the right strategy, based on the objectives sought and the possible solutions (amicable and/or contentious).

• Corporate law litigation: conflicts between shareholders, liability of corporate officers, post-acquisition litigation, governance crises, etc.
• Domestic and international commercial law litigation: wrongful termination of an established commercial relationship, debt collection, contractual disputes, etc.

The firm has developed specific expertise in non-profit organizations.

• Choice of the appropriate structure according to the desired governance model, tax environment and assigned mission (Loi 1901 association, endowment fund, foundation recognized as contributing to a public good, mission-led company, etc.); monitoring of the creation procedure with the authorities.
• Annual monitoring: standard operations (approval of accounts, annual report, membership management), sponsorship operations, audit of day-to-day management contracts, assistance with litigation (conflicts between members, governance, etc.).
• Assistance with structural change projects: structural transformation, mergers, head office transfers, federation projects, etc.

The firm has established privileged links with renowned professionals in order to complete its range of services in all areas of business law, in particular in the following areas: Financing, Intellectual Property, Real Estate, Arbitration, White-Collar Criminal Law, Labor Law, Tax Law, Immigration Law