Corporate/M&A/Private Equity

We advise profitable and high-growth companies (startups, scale-ups), as well as investors (funds, family offices, business angels), on their venture capital (VC) transactions, from seed and early-stage financing through later rounds (Series A, Series B, etc.), in development capital (growth capital) or in  capital transmission (LBO, MBO etc.), until exit or IPO.

We support our clients from the development of the strategy and roadshow through to the completion of the transaction, including:

• Term sheets, LOI
• Due diligence, data rooms, audit reports
• Waterfalls
• Shareholders’ agreements, negotiation of leaver provisions, liquidation preferences, ratchet clauses, etc.
• Asset and liability guarantees, investment agreements
• Issuance of securities: ordinary or preferred shares, convertible bonds, securities, BSA AIR, ratchet warrants, etc.

We advise on a wide range of domestic and cross-border share and asset transactions, including acquisitions and disposals of controlling, majority, or minority interests, as well as leveraged buyouts and management buyouts (LBOs, MBOs, etc.), throughout every stage of the process:

• Risk audits: data rooms and due diligences
• Letters of intent
• Confidentiality agreements, exclusivity agreements, binding offers
• Strategic transaction advice
• Negotiation of the key terms of the transaction (earn-outs, seller support arrangements, conditions precedent, representations and warranties, timetable, non-compete clauses, etc.)
• Drafting of transaction documents (SPA, representations and warranties agreements, financing agreements, shareholders’ agreements, etc.)
• Signing / Closing
• Post-closing compliance reviews
• Etc.

We advise our clients on the selection and implementation of equity incentive schemes designed to align key stakeholders with the company’s growth, through motivating mechanisms tailored to their needs and market practices, including:

• BSPCE plans, free share awards (AGA), stock options
• Issuance of securities: warrants (BSA), convertible bonds
• Statutory or contractual tools creating distinct rights: preferred shares, special rights, negotiation of shareholders’ agreement provisions
• Negotiation and implementation of equity participation schemes for executives and employees
• Executive compensation strategy (dividends / salary / incentive schemes)
• Etc.

We handle complex restructuring transactions such as mergers, demergers, partial asset contributions (spin-offs), universal transfers of assets and liabilities (TUP), holding company formations, corporate real estate structuring, carve-outs, and joint ventures. These operations are tailored to meet objectives relating to efficiency and cost reduction (through the simplification of corporate structures), business development and segmentation (through the creation of group structures from a single entity), while remaining aligned with applicable tax constraints and strategic considerations.

We also draft all documentation and agreements necessary to secure and govern intercompany flows, including:

• Contribution agreements and merger agreements
• Intra-group service agreements and management agreements (management fees)
• Tax consolidation agreements
• Intercompany current account or cash pooling agreements
• Etc.

With strong litigation expertise, we assist clients at both the pre-litigation and litigation stages in resolving disputes between shareholders, founders, or executives, whether through amicable settlement or court proceedings. These disputes may involve deadlock situations, shareholder exits, post-acquisition disputes, enforcement of leaver provisions, directors’ liability claims, or warranty claims.

We negotiate and draft settlement agreements and represent our clients’ interests before the courts.

We provide day-to-day support to our clients in relation to corporate compliance and governance matters, including:

• Preparation and securing of shareholders’ meetings, board meetings, and strategic committee meetings
• Asset contributions and disposals
• Approval of annual accounts for group companies
• Free transfers of shares or securities
• Implementation or waiver of statutory or contractual approval and pre-emption rights
• Amendments and restatements of articles of association
• Capital transactions
• Corporate transformations
• Dissolutions
• Etc.