Mergers & Acquisitions – Private Equity

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…