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…