Corporate M&A
By your side at every stage of your growth
All our areas of expertise
STRUCTURING AND MANAGING SHAREHOLDER RELATIONS
Bringing in investors and retaining key talent
We advise entrepreneurs and leaders of start-ups, SMEs and mid-sized companies on structuring their fundraising and equity transactions, whether with financial or strategic investors.
We work with management teams to design and implement their management packages, and put in place employee incentive and retention schemes. We also advise shareholders on structuring their relationships through shareholders’ agreements, to balance governance rights and put safeguards around transactions affecting the share capital.
We handle every stage of the transaction: assessing the key issues, legal structuring, and negotiating and drafting the documentation (investment agreement, shareholders’ agreement, issuance of securities, BSPCE, free share awards). On employment law aspects, we work alongside our trusted partners.
STRUCTURING STRATEGIC TRANSACTIONS
Acquisitions and reorganisations
We work alongside businesses to structure and implement their internal reorganisations, including mergers, demergers and hive-downs, whether domestic or cross-border.
We also advise them on organising their intra-group arrangements, including service agreements, cash pooling agreements and management fee agreements.
On acquisitions, we work with business leaders and their teams, together with all stakeholders in the transaction, to assess the target and identify areas of risk: due diligence, risk analysis, acquisition structuring, and negotiation of financing and warranty protection. We handle the tax aspects of the transaction, and work with our trusted partners on employment matters.
Following completion, we monitor warranty claims and the performance of contractual undertakings.
PLANNING AHEAD, SUPPORTING YOU BEYOND THE SALE
Business succession and exit
We help business owners review their legal and personal wealth position, identify areas of risk and room for improvement, and plan and prepare the succession together with all stakeholders (notary, accountant and other advisers).
From vendor due diligence and pre-sale preparation (restructuring shareholdings through gifts of shares or the splitting of ownership into usufruct and bare ownership, reorganising governance) through to negotiations conducted alongside financial advisers, we advise business owners and their teams throughout the sale. After completion, we continue to monitor warranty and indemnity claims and the seller’s transitional arrangements.
Our holistic approach, working with our trusted partners, allows us to address the owner’s wealth and personal considerations, including retirement planning and the reinvestment of sale proceeds.
STRUCTURE · ORGANISE · SAFEGUARD
Corporate governance and risk management
We advise leaders of SMEs and mid-sized companies on putting in place effective governance, tailored to the size and needs of their business, so that decision-making is efficient, robust and compliant.
After reviewing existing governance (decision-making bodies, management powers, committees) and structuring needs, we set out the ground rules: articles of association, internal regulations, governance charters and dedicated committees (audit, remuneration, strategy).
We also help manage risk, through mapping directors’ civil and criminal liability exposure, regulatory compliance, internal controls, and support in the event of conflicts of interest or crises.
Finally, we put robust delegations of authority and the related reporting obligations in place, and protect directors through appropriate provisions in their appointment terms and service agreements, as well as advice on directors’ and officers’ (D&O) liability insurance.
Ongoing legal support
Corporate housekeeping
We assist companies at every stage of their legal life, from formation through to dissolution and liquidation, whether commercial companies, non-trading companies (sociétés civiles), holding companies, economic interest groupings (GIE), associations or foundations.
We handle their day-to-day corporate secretarial work, including meetings of the board of directors, management board and supervisory board, general meetings, and amendments to the articles of association: changes of legal form, demergers, contributions of assets or business divisions, and share capital transactions.
Working with our external filings agent, we manage the related formalities with the tax authorities, the commercial court registry and other relevant bodies.
your corporate law expert
Sylvie Scelles-Tavé
I have advised business leaders on governance and on the decisions that shape their businesses for many years, first at international law firms and now at my own firm, which I set up to offer a closer, more attentive and collaborative way of working.
I have been committed to supporting young entrepreneurs for around ten years: your challenges are what we deal with every day.
