Corporate & Commercial — Private Equity

Forming a company and organising the relationships between shareholders are structuring steps. Beyond the formalities, the aim is to define a clear framework: governance, allocation of power, entry and exit of shareholders, protection of economic interests and prevention of future deadlocks.

The firm assists its clients in choosing the corporate form, drafting the articles of association, putting shareholders’ agreements in place and structuring arrangements relating to incentive or capital-access instruments such as BSPCE or BSA (French equity-warrant schemes).

In particular, we assist with:

• defining the legal architecture suited to the project;
• organising the balance between shareholders, founders or investors;
• drafting the required articles, agreements and corporate documents;
• securing the incentive, dilution, liquidity and exit mechanisms.

Selling a business (fonds de commerce) or acquiring a company are decisive transactions involving legal, financial, tax and operational stakes at once. The aim is to secure the scope transferred, the price, the warranties, the conditions precedent and the post-completion consequences.

The firm acts for both sellers and buyers to structure the transaction, organise due diligence, negotiate the documents and coordinate the various stages up to final signature.

In particular, we assist with:

• analysing the proposed sale, acquisition or transfer;
• reviewing contracts, leases, title, authorisations, security interests and potential risks;
• drafting or negotiating letters of intent, agreements, deeds of sale and warranties;
• supporting signature, formalities and post-completion follow-up.

LBO, MBI, MBO and OBO transactions are used to organise the acquisition, transfer, refinancing or recomposition of a company’s capital. They require a precise alignment between the legal structure, the financing, the governance and the protection of the parties.

The firm assists its clients in structuring these transactions, from analysing the most suitable scheme to drafting and negotiating the legal documentation.

In particular, we assist with:

• identifying the appropriate structure according to the objectives pursued;
• organising the holding company, the financial flows and post-transaction governance;
• securing the warranties, conditions precedent and exit mechanisms;
• drafting or negotiating the deeds of sale, shareholders’ agreements, warranties and corporate documents.

Commercial relationships rest on commitments whose non-performance can quickly affect a company’s business: services not carried out, late or non-compliant deliveries, unpaid invoices, breach of commitments, defective performance or economic loss.

The firm works to analyse the situation, characterise the breaches, assess the risks of challenge and define the most effective strategy: negotiation, formal demand, settlement agreement, payment order or court action.

In particular, we assist with:

• analysing the contracts, correspondence, invoices and available evidence;
• characterising the non-performance, fault or recoverable loss;
• initiating the appropriate amicable or pre-litigation steps;
• conducting debt-recovery or contractual-liability proceedings.

Acts of unfair competition or free-riding (parasitisme) can weaken a company by harming its customer base, image, investments, know-how or commercial position. These situations call for a rapid response based on a precise analysis of the facts and the available evidence.

The firm assists its clients in identifying the wrongful conduct, building the evidential file, assessing the loss and taking the necessary action, whether as claimant or defendant.

In particular, we assist with:

• analysing acts of disorganisation, disparagement, confusion or customer diversion;
• characterising acts of free-riding or undue appropriation of economic efforts;
• organising the collection and preservation of evidence;
• negotiating an amicable outcome or bringing a court action.

Ending an established commercial relationship must be anticipated and properly framed. A termination that is too sudden, insufficiently justified or poorly prepared can lead to significant litigation, particularly where the relationship was long-standing, regular or economically significant.

The firm works to secure a planned termination, challenge a termination suffered, or defend a company that is being sued. The key is to assess the duration of the relationship, the reasonable notice period, the circumstances of the termination and the actual economic consequences.

In particular, we assist with:

• analysing the history of the commercial relationship;
• assessing the risks relating to notice, economic dependence or sector practice;
• drafting the termination or challenge letters;
• negotiating a managed exit or defending the client’s interests before the competent courts.