Commercial and Corporate Law Department
Advising, Supporting, Defending
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.