TRANSACTIONS: ACQUISITION AND INVESTMENT
SALE OF COMPANY

OUR APPROACH
We offer a comprehensive and strategic assistance with an overall project management including legal and financial mechanisms, an anticipation of key points and a raised view that brings comfort appreciated by its customers. 

Armed with an international culture,  we  are committed to apply modes fluid communication promoting team teaching, beyond mere coordination and supervision. We provide tailored assistance including if necessary all aspects of the mission from beginning to end project management mode. 

Our ethics and our commitment generally create a climate of trust and respectful and efficient teamwork, which generated good performances with multidisciplinary teams.

SECTORS AND CLIENTS

Our clientele is made up of French and international groups, organizations and groups pioneers of innovation, professional investors, SMEs and ETI and family businesses.

We operate mainly in the sectors:
  • consumer goods, especially wines and spirits,
  • financial services, including digital platforms dedicated to financial advice, placement and investment,
  • the French industries in general and aircraft industry,
  • communication and leisure,
  • organizations taking into account the common good in their activities and
  • Socially responsible investing. 

PARTNERS NETWORK

We work in close partnership with French or foreign skilled colleagues having a fluid and appropriate communication to each client and transaction and specialized in intellectual property, IT contracts, labor law and labor relations, competition law, tax law.

We work with a French and international network comprised of accountants, financial experts and other advisors and consultants met during our years of experience and with whom we have built a relationship of trust.

We partner with brokers and insurance companies for liability guarantee insurance.

Comprehensive legal assistance

For usual M&A deals
  • Due diligence, with specific recommendations, particularly in the context of prior limited review, vendor due diligence (VDD), red flag report, reliance letter... 
  • Negotiating and drafting contractual documents of the transaction (see Document type),
For investments in majority or minority stakes at all stages of maturity (venture capital, development capital, transfer ...) even through the issue of preference shares, redeemable shares, debt securities, convertible or exchangeable bonds.
Standard Documents
  • Indicative offer, non binding offer, binding offer, confirmatory offer, promissory share purchase agreement, SPA, reps and garanties, specific guarantees, insurance guarantees, first demand guarantee,  personal guarantee, pledge, escrow, other securities, closing certificat, réitérative agreement, definitive SPA,
  • Shareholders agreement,
  • Decisions of the corporate bodies involved (annual accounts approval, legal representatives and directors' appointments minutes of the board or shareholders meetings) ;
  • Service agreement de prestations de services, transitional services agreement (TSA), shareholder's loan sale.

Performed Missions

  • Advising a listed group (consolidated sales:€160M) in the acquisition of an international group of companies in the cork sector (consolidated turnover € 40 million)
  • Assisting a leading SIIC listed on Euronext Paris (SBF 80 - Consolidated sales: € 1.2Md) in the acquisition of the rights to build a shopping center in Marseille (asset value € 200M)
  • Advising the sellers of a company in the aerospace sector (Consolidated sales: 40M €) to a major actor, with partial payment in shares listed on NASDAQ 
  • Assisting of a major group listed on the wine sector (SBF 80, Consolidated sales: € 1 billion) in the acquisition and sale of the company manufacturing and marketing of spirits and eaux de vie
  •  Advising a private equity fund in the creation of a joint venture operating the digital booking platform gathering a network of independent hotels to divestment 
  •  Assisting the  shareholders of a communications agency in a reconciliation process with four other communication agencies through sales, contributions, mergers under the leadership (and majority shareholder) of a former CEO of Havas Group

Publications

  • The validity of the principle of management fees agreements with SAS, Option Finance, 29 March 2016
  • The pacts preferably endangered by questioning shares - Stéphanie Roy explains the problem, the AGEFI Actif, March 23, 2016
  • The reform of the price calculation expertise: an almost successful victory? Option Finance - November 10, 2014
  • The price calculation expertise 1843-4 finally rehabilitated almost perfect victory, Petites affiches, November 25, 2014 - No. 235
  • The mechanisms liquidation preference in French law, BMIS, 2007 No. 4

Lectures/Speeches

  • Speaker at the Paris Bar School of Education (EFB) in 2018 in the mergers and acquisitions training module
  • Speaker in trainings with members of AFIC (now France Invest) on legal mechanisms of protection by recourse to the expertise in case of disagreement on the price in the merger and acquisition and application of shareholders' agreements  
  • Companies training on the French contract law reform resulting from Ordinance No. 2016-131 of February 10, 2016

Those services may be included in a more comprehensive Mission