Mergers & acquisitions
In mergers, acquisitions and comparable operations (spin-offs, partial asset contributions), our Corporate Department has developed valuable expertise counseling French and international commercial, industrial and financial groups, including:
- The European leader in fruit-based preparations in connection with the merger of some of its subsidiaries, in France and abroad;
- Holdart (an acquisition vehicle financed by an entrepreneur and equity sponsors) in connection with the acquisition of Ateliers Artistiques du Béton (A.A.B.) one of the European leaders in the manufacturing of artistic concrete, in a leveraged buyout transaction;
- A family, main shareholder of an investment fund, in connection with the contribution of the bare ownerhip (“nue propriété”) of the shares to a holding company;
- A family group reference shareholder of a listed company in acquiring shares of the same company in an off-market transfer;
- A family group, main shareholder of one of the world’s leading luxury group in connection with the acquisition of a luxury cruise line from an investment fund;
- A large pharmaceutical group in the transfer of a business branch in France within the context of a global spin-off of the business branch;
- PriceMatch shareholders, in connection with the sale of PriceMatch to Booking.com;
- The European leader in the import, export and distribution of Asian products in the scope of a partial asset contribution;
- The European leader in fruit-based preparations, in the scope of transferring a sourcing activity to a subsidiary;
- The leading company in France providing cash in transit and the transport of valuables, in the scope of operations to simplify its legal structures (reclassification of securities, universal asset transfers, simplified mergers);
- A major European soft-drink player in monitoring its internal structuring operations (universal asset transfer, simplified merger);
- Two independent companies specialized in large fortune management in pooling their businesses via a partial asset transfer.
Strong grasp of complex legal structures
The corporate team provides guidance to clients in every aspect of a given corporate transaction (intragroup reorganization or external growth operation):
legal and contractual due diligence;
negotiating and drafting preliminary and final sales and investment agreements: confidentiality agreements, letters of intent, purchase agreements, contribution and merger agreements, guarantee agreements, shareholder agreements, etc.; and
negotiating and drafting preliminary and final financing agreements: senior credit agreements, mezzanine financing agreements, subordination agreements, security interests, etc.
Our experience and ability to bring together a responsive, cross-disciplinary team make us particularly efficient in assisting our clients with restructuration and external growth projects.
Private equity operations
Our corporate team advises clients in operations involving capital investment, including venture, development and buyout (LBO) capital.
We provide guidance to companies, shareholders, managers and funds, as well as to lending institutions (senior or mezzanine debt), in LBO-type business transfers and, more generally, all types of operations involving leveraged financing.
Our team has developed a recognized venture capital and capital development practice with entrepreneurs, high growth SMEs, French and foreign funds that includes:
Guidance in the funds’ investments: negotiating and drafting letters of intent, investment agreements, shareholder agreements, representations and warranties, non-competition agreements, increases in capital and issuing complex transferable securities, assistance in negotiating and drafting all legal instruments related to acquisitions and financing;
Forming management packages in consultation with the firm’s tax department: creating tax and profit-sharing strategies for executives and drafting structure memoranda.
Our Corporate team has been recognized for its experience in these areas and is committed to sharing its knowledge with the Sciences Po Paris business incubator, one of the firm’s partner projects. We regularly meet with and advise new entrepreneurs on creating their companies, raising start-up capital and various contractual questions.
Setting-up intra-group financing
Our corporate team has a solid experience in setting up and monitoring complex cash flow management systems (cash pooling, cash management agreements, etc.).
On these matters, our corporate team works closely with our firm’s tax department to set up financing structures that comply with French and foreign regulations concerning limitations on tax deductions of financial charges (under-capitalization, tax convergence, etc.).
General corporate law
Our corporate team also assists some of its clients in general corporate matters: choice of legal structure, setting up of holding companies, internal restructuring operations, establishing and monitoring of cash flow management systems and profit-sharing plans (stock-options, bonus shares, management packages, etc.).
We also assist some of our clients with their day-to-day corporate needs (approval of annual accounts etc.).
We regularly assist our firm clients in establishing distribution and supply networks both in France and abroad.
Our corporate team is often called upon to negotiate and draft contracts of all types, including sales/purchase, distribution, franchise, service and sub-contracting agreements, trademark, software and know-how assignment and licensing agreements, etc.
Our corporate team, headed by Jean-Luc Menu and Charles-Philippe Letellier, represents and assists the firm’s clientele primarily composed of French and international corporate groups, both private and listed, SMEs, investment funds and entrepreneurs.