Our Company Law / Mergers & Acquisitions / Private Equity team has over twenty years’ experience in those fields, taking care of companies’ legal paperwork and conducting all types of transactions from group reorganisations and acquisitions to capital development, joint-venture, and private equity (in particular LBO) transactions. Moreover, Antoine Lemétais and Jean-Yves Foucard are familiar with the actors of the French private equity market through both regular business deals and the committees of the French Association of Capital Investors (AFIC).
Because each client is unique and no two transactions are ever quite the same, that treasure chest of experience is essential as it enables us to offer specific solutions tailored to the particular needs of our clients: investment funds, industrial groups carrying out external growth or disinvestment operations, management funds or teams, as well as private individuals interested in setting up or taking over a business.
The team’s lawyers have a perfect command of company law as well as of investment, acquisition, financing, and contractual techniques, and they work mainly in French and in English but also in German, Spanish, and Italian. Involved at all stages of the case, the partners on the team are responsible for strategic decision-making and the coordination of work between team members and the law firm’s tax and employment specialists.
What We Do
Mergers & Acquisitions:
- Counsel to sellers: We collect information on candidates in coordination with corporate finance advisors; we draw up, negotiate, and review confidentiality agreements, letters of intent, share purchase and representations & warranties agreements and the related schedules, etc.; we prepare and organize data rooms; generally speaking, we advise sellers on all legal and tax matters.
- Counsel to buyers: We draw up and negotiate letters of intent, share purchase agreements, shareholders’ agreements, etc.; we carry out legal due diligences (including labour and tax audits where necessary); we help buyers define and set up acquisition and financing schemes and negotiate the legal documentation.
- Venture capital: We help design legal and financial schemes; we draw up and negotiate investment agreements, shareholders’ agreements, etc.; we prepare all corporate documentation.
- LBOs: We help structure offers and carry out the legal due diligence; we draw up share purchase agreements, shareholders’ agreements, agreements relating to management packages, etc.; where applicable, we set up investment schemes for managerial employees and help negotiate the legal documentation and set up financing schemes.
- In coordination with management teams and/or parent companies, we take care of the corporate legal paperwork of client companies (including the French subsidiaries of foreign groups), both for their regular operations (approval of accounts, appointment or renewal of managers, etc.) and their exceptional transactions (capital increases, admission of new shareholders, mergers, split-ups, spin-offs, etc.).
- We provide advice and assistance in shareholder disputes and complex M&A litigation.
Transfers / Acquisitions: - Counsel to the sellers for the sale of a leading French publishing group,
- Counsel to an international pharmaceutical group for the sale of its generics division to one of the world’s leading companies
- Counsel to sellers for the sale of a mineral water business to a foreign group,
- Counsel to the majority shareholder for the sale of a pharmaceutical group specializing in drug delivery opposed by the minority shareholder
- Counsel to a German company, world leader in the chemicals branch, for the acquisition of a French company and its reorganisation as a joint venture.
- For more than two decades, counsel to numerous investors and investment funds for LBO operations,
- Counsel to the management and especially to management teams for numerous secondary LBOs.
Start-ups and capital development:
- Counsel to founders/managers, business angels, and investors setting up businesses or developing their activities: software in the sports sector, embedded telecommunication systems, distribution in the luxury industry, etc.
- Counsel to the leading French film distributor for the takeover of two companies following a management dispute