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General Corporate, Restructuring & Corporate Governance

In addition to mergers & acquisitions, our corporate team offers expertise in a full range of general corporate & restructuring transactions, leveraging its in-depth experience in areas of corporate law and governance:

  • Corporate transactions: transformation of the corporate form, mergers, in-kind and distribution contributions, spin-offs, carve outs, simplified mergers (TUP – transmission universelle de patrimoine), voluntary dissolutions;
  • Capital and quasi-capital transactions, issuance of all types of debt instruments, quasi-capital instruments (valeurs mobilières composées);
  • Advice relating to the form of best suited corporate vehicle and management solutions depending on the type of share-ownership structure (family-owned/privately-held/listed groups, industrial companies or investment/PE funds) and capital structure (majority/minority blocks or widely-held shareholdings);
  • Structuring and implementation of employee or executive profit-sharing mechanisms (bonus schemes, issuance of free shares, share warrants (BSA), founder’s share warrants (BSPCE), stock options, etc.);
  • Assistance in relation to legal and tax structuring of such mechanisms as well as conversion into shares and liquidity completion;
  • Execution of various contracts and intra-group agreements (current account, cash-pooling agreements, provision of services, technical assistance, etc.);
  • Advice regarding directors’ mandates (individual or company mandates), management services contracts, as well as suspension of officer mandates;
  • Assistance in the definition and implementation of delegations of authority/POA’s limiting directors’ liability;
  • Assistance in pre-litigation of shareholder conflicts (deadlocks within corporate bodies, conflict with a shareholder on a decision adopted by the company/shareholder, appointment of experts by court-order to investigate on certain management decisions) as well as resulting litigation.

In these types of cases, we work in close collaboration with our social and tax teams in order to define and implement the most effective strategies.