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Mergers & Acquisitions │ Corporate

The lawyers of the Mergers & Acquisitions │ Corporate team have been recognized for their expertise in the following areas:

 

Applying our cross-disciplinary and comprehensive approach to these transactions, we assist our clients upstream, during their strategic thinking, and in the structuring and implementation of their projected operations. Based on the needs at hand, we act jointly with the firm’s other teams for their expertise (particularly tax, employment, commercial and litigation teams). When the transaction has an international scope, we also work with our foreign counterparts, especially those in the Mackrell International network.

Mergers & Acquisitions

The firm’s dedicated team works with small, medium and mid-tier sized companies and major groups, financial institutions, investment funds and companies on all aspects of their M&A transactions: external growth, sales/acquisitions of securities or assets, acquisitions of minority and majority shareholdings, company sales and takeovers, joint ventures, etc.

We regularly work on cross-border transactions for foreign clients seeking to invest or set up business in France or on any other transaction that has targeted operations or businesses located or active abroad.

Our teams’ cross-disciplinarily and collaborative spirit allow the firm to offer pragmatic solutions to clients when it comes to structuring, supporting and implementing these transactions.

The team has gained acknowledged expertise (Awards and Rankings) in:

  • legal, employment and tax due diligence, Data Room preparation and vendor due diligence,
  • optimization of the legal and tax structure of the transaction and of its financing,
  • preliminary restructuring (spin-off, carve-out),
  • negotiation of the documentation (non-disclosure agreements, letters of intent, share purchase agreements, shareholder agreements, representations and warranties agreements, and financing, notably for leveraged transaction such as LBO’s),
  • negotiation of financing documents and related securities or guarantees,
  • social management of mergers & acquisitions, working with the employment law team,
  • handling of required governmental authorities or regulatory authorizations (regulated activities, Facilities Classified for the Protection of the Environment),
  • obtaining anti-trust clearance,
  • implementation of post-acquistion or post-merger processes,
  • monitoring of post-acquisition transactions and resolution of conflicts and disputes that could arise from them (implementation of representations and warranties agreements).

 

Private equity

The lawyers of the mergers & acquisitions team have a specific expertise in private equity transactions, helping investors (investment funds or companies, business angels), corporate issuers, majority or minority shareholders and management teams for all leveraged transactions (LBO, LMBO, etc.) or fundraising activities (in the start-up/venture capital or development/development capital phases), including for start-ups.

The members of the team are used to implement complex transactions, and they offer tailor-made solutions for each deal based on its specificities regarding governance, the anticipation of exit situations, and possible deadlock situations and how they may be overcome.

We assit our clients with the structuring, negotiation and implementation of transactions, which include:

  • drafting of investment and shareholders’ agreements,
  • determining legal and tax structuring solutions and terms of the investment,
  • managers’ shareholding incentive scheme (legal, tax and employment aspects of the management packages),
  • liquidity contracts or undertakings,
  • financing contracts and guarantees to lenders (senior or mezzanine),
  • debt restructuring and its effects on existing agreements in any distressed scenarios,
  • and in all these situations, the appropriate mechanisms of corporate law, such as issue of securities—i.e., stock warrants, bond warrants, convertible bonds, redeemable bonds—or preferred shares, specific clauses in the articles of association.

 

Corporate law and restructuring

We assist our French and foreign clients at all the development stages of their business or group: creation of companies, management and adaptation of structures, setting up of their governance and intragroup relations and implementation of restructuring operations, including in distressed situations. The team’s lawyers know how to navigate the intricacies of corporate law, which they apply particularly when handling exceptional operations: contributions, mergers, restructurings or equity operations.

Our team also performs legal monitoring of companies on behalf of our clients for the regular operations that affect them.

The corporate law team has the skills needed to conduct these transactions, which include:

  • equity operations (issuance of all securities, preferred shares, capital reduction),
  • restructuring operations (contributions, mergers, spin-off, carve-outs),
  • setting up and and management of corporate governance processes within groups (creation of special committees, power of attorneys, limitation of powers, management of conflicts of interest),
  • intragroup relations (cash management agreements, shareholders’ loan),
  • directors and officers’ status (terms and conditions of exercise of their duties, compensation, termination),
  • implementation of directors, officers and employees’ shareholdings (stock options, free shares, start-up stock options – BSPCE, employees’ mutual fund),
  • shareholders relations (drafting, negotiation and management of shareholders’ agreements, drafting of specific articles of association provisions, management of minority shareholders) and conflict resolution between shareholders,
  • restructurings,
  • more generally, regular or exceptional operations that affect companies’ legal aspects.

 

Financing – Capital markets

Financing

Our team works on the structuring and negotiation of corporate financing, particularly in the context of M&A or private equity transactions (senior or mezzanine debt, or traditional bond loan). This includes the assistance for the creation of sureties or guarantess and related items—such as securities account pledge, trust, or other guarantees—and to implement or enforce them.

We also work on asset acquisition debt restructuring, including turnaround operations.

Capital Markets

Our team assists clients with their securities transactions: IPO’s, share issues, takeover bids, delisting and squeeze-out procedure, and relations with the market authorities.

We also work on amicable, negotiated solicitations and on hostile takeovers.