We advise our Clients, both purchasers and sellers, at every stage of their local and cross-border M&A transactions (LBO, MBO, merger, spin-off, carve out and similar deals), whether they involve a transfer of shares or business assets.

Due to the complementarity of our expertise, we provide end-to-end solutions covering the full scope of the projected transactions (legal, labor, tax, IP/IT, litigation, etc.) and promote, for each transaction, a global management in project mode to ensure the efficiency of our work.

As these deals are usually key steps in the corporations’ activity, we work closely with management teams and provide technical and pragmatic advice to meet our Client’s objectives and guarantee the legal security of the transactions.

Expertise
  • Structuring of the transfer of shares or business assets transactions
  • Buy-side due diligence and vendor due diligence
  • Assistance in the negotiation and execution of the transaction at Signing and Closing (NDA, LOI, SPA, BATA, TSA, Reps and Warranties, etc.)
  • Post-Closing management (enforcement of earn-out and guarantee provisions, pre-litigation)

We provide strategic, practical and business advice to start-ups at every stage of their activity, whether at the creation (seed stage) or development stages (Series A, B, C), in the small and mid-cap sectors.

We advise entrepreneurs and capital risk firms through the legal process of creating and scaling up a start-up. In this respect, we assist them in negotiating the terms and conditions of the investments and drafting the required legal documents to protect the interests of each party involved in the transaction.

Expertise
  • Private Equity transactions
  • Assistance in negotiating and drafting the legal documents (term sheets, NDA, LOI, Reps and Warranties, shareholders' agreement and any extra-statutory agreement)
  • Issuance of shares (ordinary shares and preferred shares), bonds, warrants, stock-options and specific domestic securities granting access to the share capital (BSA, BSPCE, etc.)
  • Management package
  • Corporate governance

Negotiating and drafting all types of commercial contracts is an important aspect of our practice.

Depending on the specificities of each business relationship, we also advise our Clients on setting up sales distribution networks.

Expertise
  • Intra-group agreements (cash pooling, management fees, tax consolidation, etc.)
  • Lease and licensing agreements
  • Partnership and distribution agreements (commercial agency, distribution, franchise, etc.)
  • General terms and conditions and specific sales techniques

In partnership with

Expertise
  • Individual working relations and social security regulations
  • Collective working relations and management of the employee representatives and trade-unions
  • Due Diligence

In partnership with

Expertise
  • Business Litigation (commercial litigation, mediation, arbitration, white-collar crimes)
  • Real Estate and Construction Law (advice and litigation)
  • IT/IP Law (protection of trademarks, copyrights and similar assets, e-commerce and cybersecurity)
  • Aeronautics
  • Food Industry
  • Automotive
  • Construction Industry
  • Energy
  • Finance
  • Hotel - Tourism
  • Industry
  • Regulated Professions
  • Real Estate
  • Health - Pharmaceuticals
  • Telecommunications, Media and Technology