
Our firm assists clients in all types of equity capital operations:
- Acquisitions
- Transfer of control/of equity interest
- Fundraising/Equity investments
- Mergers, spin-offs, partial transfer of assets
Our firm also assists executives wishing to acquire or sale their company :
- Leverage buy-out (OBO, LBO, LMBO)
- Risk capital operation- equity development operation
- Family transfer
In this context, our activities include providing the following :
- The preliminary analysis and structuring of the transaction:
- tax (tax consolidation of the group, specific issues to the founders/directors, personal asset and family organization, activation of the holding company, undercapitalization…)
- legal (structuring of the acquisition, investment agreement…)
- social (status of the directors, intra-group restructuring, information and consultation of employee representative bodies…)
- All steps for the effective completion of your transaction:
- drafting and negotiating the contractual documentation (purchase contract, assets and liabilities, guarantee, shareholders agreement…)
- drafting the corporate documentation (minutes of the governing bodies, minutes of the general meetings …)
- issuing all types of securities or corporate debt (including bonds, convertible or redeemable bonds, bonds with warrants, detachable warrants or attached to shares…)
- as appropriate, reviewing and negotiating or drafting and negotiating the documentation for bank and/or mezzanine financing (senior loan agreements, underwriting agreement, security package…)
- establishing of real or personal security
- intra-group agreements and services agreements
- Counsel to management teams:
- structuring and negotiating the terms and conditions of the management packages
- forms of investments (funding, equity savings plan, preferred shares, compound securities, promise to purchase and sale securities, taxation…)
- negotiating the shareholder agreement
- set up of investment vehicles dedicated to managers and directors and management of patrimonial aspects induced
- free shares allocation plan, stock options allocation…