Corporate/M&A/Private Equity

From strategy to action, structuring your ambitions is the art of growing, in law.

With agility, pragmatism and a mastery of market practices, we support entrepreneurs, investors and managers at each strategic stage of the life of a company: from governance to fund raising, from corporate group structuring, to exit and M&A transactions.

Structuring, securing, negotiating: we put all our know-how at the service of your ambitions to make each strategic transaction — acquisition, fundraising, subsidiary, merger, or management package — a lever for sustainable growth.

Areas of intervention:

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Fundraising, Private Equity, equity investments

We support profitable or high-growth companies (startups, scale-ups), investors (funds, family offices, business angels) in their venture capital (VC) transactions, from seed, early stage or later (series A, series B etc.), in development capital (growth capital) or in capital transmission (LBO, MBO etc.), until exit or IPO.

We act from the development of the strategy and the roadshow until the completion of the operation:

Termsheets, LOI
Due diligence, data room, audit reports
Waterfalls
Shareholder agreements, negotiation of leavers, preferential liquidation, ratchet clauses, etc.,
Asset and liability guarantees, investment agreements
Securities issues: ordinary shares or preferred shares, convertible bonds, convertible bonds, convertible bonds, BSA Air, BSA Ratchet, etc.).

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Acquisition and sale of businesses

We work on numerous national or international transactions involving the sales/acquisitions of shares (takeovers, majority or minority participations) or assets, throughout the process:

Risk audit: data room, due diligence
Letters of intent
Confidentiality agreements, exclusivity, firm offers
Strategy advice
Negotiation and drafting of contracts (asset and liability guarantees, financing, shareholders' agreements, etc.)
Signing/Closing
Post-closing conformity assessment
Etc

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Management packages and executive compensation

We advise our clients in the choice and implementation of mechanisms for associating the capital of key players in their company by means of motivating mechanisms adapted to their needs and market practices:

BSPCE plans, free shares (AGA), BSA, stock options,
Preferred shares, convertible bonds,
Negotiation and implementation of capital association schemes for managers and employees,
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- Executive compensation strategy (dividends/compensation/profit-sharing),

- Etc.

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Intra-group structures

We carry out complex structuring operations such as mergers, divisions, partial contributions of assets (spin-offs), TUPs, creations of holdings, structuring of corporate real estate, subsidiaries or joint ventures, in a logic of adapted, sustainable and evolving structuring of groups of companies.

We write all the conventions useful for securing flows between entities:

Animation conventions
Intra-group service agreements (management fees)
Tax integration agreements
Current account or intra-group cash agreements (cash pooling)
Etc.

Disputes between partners

With a litigating activity, we intervene at the pre-litigation or litigation stage to resolve disputes that arise between shareholders, founders or managers amicably or judicially: disagreement, withdrawal, post-acquisition disputes, litigation involving management liability or liability guarantees.

We negotiate and draft settlement agreements or defend your interests before the courts.

Company law, social life

We assist our clients on a daily basis in their compliance and corporate monitoring audits: