Commercial and Corporate Law Department

• Creation of legal bodies (choice of business location, choice of corporate form, drafting of articles of association, partnership agreements, formalities).

• Contracts (drafting and negotiating commercial contracts and pre-contracts, general terms and conditions of sale, services, general terms and conditions of use, etc.).

• Drafting and negotiation of commercial cooperation agreements, distribution contracts, concessions, supply contracts, agency or franchise contracts, mandates, contractual support for photovoltaic and biomass projects.

• Commercial leases.

• Transfer of business.

• Non profit entity law

• Intellectual property law.

Company law

• Company secretarial services
• Preparation, execution and monitoring of all corporate transactions (boards, meetings, dissolutions, conversions). Keeping legal registers: share movements and meetings
• Drafting of intra-group agreements: treasury agreements, Intra-group formalization of provision of services.
• Drafting of restructuring documentation.

Mergers and acquisitions

• Disposals – Transfers – Share deals & Asset Deals
• Preparatory agreements (confidentiality agreements, letter of intent, MOU, TS, HOT,  etc.).
• Legal, tax and social due diligence (buyer or seller).
• Organisation of data room.
• Drafting and negotiating SPA.
• Asset and liability warranties, non-competition, variable payments.
• Management packages (BCE, BSA, free shares, etc.).
• Organisation of power within structures and distribution of financial rights (shareholders’ agreements, share classes).
• Setting up leverage financing and legal and tax structures / LBO – LMBO.

Reorganisations – equity transactions, refinancing & private equity

• Mergers, partial contributions of assets, demergers.
• Pre-or post-deal reorganisation (mergers, contributions and reorganisation of contractual relations, delegation of powers, intra-group contracts), simplification of structures.
• Outsourcing.
• Combination operations (joint subsidiaries and joint ventures).
• Organisation of family shareholding, family agreements.
• Legal and tax aspects of business transfer schemes.
• Capital increases/reductions, amortisation.
• Issuing securities, compounds, preference shares, bonds, etc.
• Setting up bank financing / refinancing.
• Cash flow agreements.
• Reorganisation of company capital.
• Setting up guarantees for the benefit of lenders.
• Support for private equity transactions.

• Corporate tax management (taxable income, local taxation, VAT status) and tax consolidation (intra-group transfers and invoicing, overall taxable income, tax consolidation agreements).

• Tax assistance and structuring for acquisitions, tax due diligence, tax analysis of acquisitions.

• Contract taxation (VAT, registration duty).

• International taxation, transfer pricing (documentation, tax audits), taxation of flows (dividends, interest), localisation of intangibles, cross-border restructuring.

• Relations with tax authorities (including approval files).

• Tax audits and litigation.

• Local taxation (CFE, CVAE, property tax).

• Property taxation.

• Transfer taxation (Dutreil, etc).

• Pre-employment analysis.

• Conclusion and amendment of employment contracts.

• Remuneration: salaries and employee savings schemes.

• Termination of employment contracts.

• Elections and operation of staff representative bodies.

• Restructuring.

• Social audit.

• Length and organisation of working hours.

• Collective bargaining.

• Individual and collective disputes.

• Urssaf inspection, social security and supplementary social protection.

• Secondment and impatriation

• Upstream procedures (ad hoc and conciliation mandates).

• Judicial procedures: accelerated safeguard, accelerated financial safeguard, safeguard, receivership and judicial liquidation.

• Takeover of a company in difficulty: sale plan as part of a court-ordered recovery, purchase of assets as part of a court-ordered liquidation.

• Assisting companies and their directors in their dealings with the insolvency authorities, the court and the public prosecutor.

• Assisting managers or shareholders in their negotiations with the company’s main creditors and potential investors.

• Renegotiating debt.

• Drafting memoranda of understanding, safeguard plans and continuation plans.

• Risk mapping (audits, procedure guides and targeted ad hoc reviews).

• Handling and effective management of your commercial, corporate, shareholder or partner, post-acquisition and labour disputes.

• Litigation relating to insolvency proceedings (liability actions or actions for sanctions against directors, actions to extend insolvency proceedings).

• creation of social structures (charitable foundations and other forms, associations, endowment funds, trade unions, cooperatives, mutual societies, etc.),

• tax advice upstream and downstream of the creation of organisations.

• monitoring of day-to-day operations.

  analysis, implementation and full support for reorganisation, restructuring and development strategies.

• restructuring operations: groupings, pooling, mergers, demergers, partial transfers of assets, etc.

• sectorisation or spinning-off of commercial activities.

• legal, tax and social audits.

• management of employer-employee-volunteer relations.

• relations with local authorities, the State and government departments.

• drafting contracts tailored to the characteristics of not-for-profit organisations (partnerships,  consortiums, loans for use, provision of services, etc.).

• managing internal conflicts and specific legal disputes.

• management of tax, administrative and social security disputes.

• dissolution and amicable liquidation.

• insolvency proceedings.

• sponsorship and patronage.

• support for corporate, family and individual philanthropic projects.

• advice and support for social entrepreneurs during the creation and development of their projects.