Bo&cie Executive

From the earliest stages of reflection, we support founders in the legal, tax, and wealth structuring of their project, designing an organisation tailored to their personal development objectives, beyond those of the company itself.

• Implementation of structures aligned with the founder’s objectives and selection of the most appropriate legal form (SAS, SARL, SCI, holding company, etc.), depending on economic, tax, and asset considerations
• Tailored, comprehensive tax advisory from the outset to anticipate future transfer and succession
• Structuring of professional real estate ownership (SCI structures, usufruct/dismemberment schemes, holding structures)
• Bespoke drafting of articles of association, shareholders’ agreements, and intra-group agreements to secure governance and relationships between partners

We advise directors on strategic decisions relating to their personal situation, optimising both their status and remuneration to achieve their individual objectives, beyond those of the company itself.

• Support during the transition phase (from employment to entrepreneurship)
• Combination of employment contract and corporate mandate
• Social and tax optimisation of executive remuneration
• Social protection for directors and corporate officers
• Negotiation and structuring of shareholders’ agreements
• Incentive schemes (management packages): BSPCE, free shares (AGA), stock-options, LTIP, RSU, warrants (BSA), etc.

We support business leaders and their companies throughout their growth, development, and exit projects, particularly through capital transactions, acquisitions and disposals of shares, management of professional real estate, and corporate reorganisations:

• Structuring growth operations (fundraising, acquisitions, partial or total share/business transfers)
• Intra-group restructurings, governance, and corporate life
• Structuring of professional real estate ownership (SCI structures, usufruct/dismemberment schemes, holding companies)
• Tailored drafting of shareholders’ agreements and intra-group agreements, ensuring governance and shareholder relationship security
• Corporate real estate management: leases, intra-group arrangements, taxation

We assist directors in preventing, analysing, and managing risks related to their civil and criminal liability, both towards third parties and shareholders.

Our approach is preventive, strategic, and defensive, aimed at securing the exercise of their functions by identifying areas of vulnerability, implementing appropriate safeguards (governance frameworks, delegations of authority, insurance, etc.), and providing support in the event of proceedings.

Whether involving mismanagement, breaches of legal or contractual obligations (shareholders’ agreements), conflicts of interest, or post-transaction disputes, we act at every stage to protect their interests:

• Liability audit: identification of specific risks related to governance and executive status
• Management of relations with shareholders or third parties: negotiation of shareholders’ agreement terms governing executive functions, support and guidance in sensitive decision-making
• Civil and criminal defence in pre-litigation and litigation matters, including negotiation of settlement agreements

We stand alongside corporate officers when their positions are called into question:

• Support to directors in shareholder disputes
• Removal from corporate office
• Negotiation of termination of employment contracts and exit terms from the company
• Settlement agreements (transactional protocols)

We support business owners in anticipating and organising the transfer of their company by developing a comprehensive wealth strategy integrating both professional and personal asset structuring:

• Dutreil scheme
• Family buy-out (FBO)
• Advice on gifts and transfers:
  
  • Gift prior to sale
  • Gift-sharing (donation-partage)
  • Cross-generational gifting
• Comprehensive succession and estate planning advice
• Business sale process:
  
  • Risk assessment: data room review, due diligence
  • Letters of intent
  • Confidentiality agreements, exclusivity agreements, binding offers
  • Strategic advisory
  • Negotiation and drafting of transaction documents (warranty and indemnity agreements, financing arrangements, shareholders’ agreements, etc.)
  • Signing / closing
  • Post-closing compliance review
  • Shareholders’ agreements and statutory adjustments
• Estate and protection tools:

• Future protection mandate (mandat de protection future)
• Posthumous mandate (mandat à effet posthume)