AREAS OF EXPERTISE
Technical skills
The firm’s main area of expertise is private business law – particularly corporate law and contract law – specifically applied to operations related to purchasing
and selling companies, restructuring, financing (fund raising, financing and bank refinancing) and company mergers.
We can help you with:
Corporate law
✔ Creating any kind of company (limited liability companies, public limited companies, simplified joint-stock companies, civil companies, general partnerships, limited partnerships, etc.). We can advise you on what type of company to choose and draft the articles of association
✔ Organising and implementing governance
✔ Annual accounts (statements and approval)
✔ Statutory changes, appointment, renewal and change of legal representatives and other officers and management or supervisory bodies and statutory auditors
✔ Revocation procedures
✔ Regulated agreements
✔ Issuing all types of securities including preferred shares and securities which give access to capital
✔ All operations related to share capital
✔ Free allocation of shares, share subscription warrants or share subscription or purchase options for employees and corporate officers
✔ Managing or outsourcing the legal secretariat for companies or groups of companies
✔ Annual subscription, including answering any question related to the organisation and legal functioning of the company in addition to the legal secretariat
✔ Coordination with the general management and internal departments of the company (in particular the financial department and legal department) and external stakeholders (auditors, chartered accountants, contribution auditors, etc.)
✔ Constituting, maintaining and updating legal registers
✔ Organising governing body meetings (boards of directors, executive boards, supervisory committees, general meetings, etc.) and assistance during these meetings
✔ Legal formalities, particularly with the Trade and Companies Register
Contract law
✔ Commercial contracts, especially for distribution
✔ Intra-group contracts (management fees and other service agreements, brand licenses, mandate contracts for managers, treasury agreements, current account advance agreements, etc.)
✔ Simple or complex partner or shareholder agreements, incorporating all types of clauses pertaining to governance, capital, securities, information, partners, etc.
✔ Contracts for transferring, restructuring and financing companies (see below)
Operations for purchasing and selling companies:
✔ Advice on company structuring
✔ Preparing operations
✔ Due diligence (for purchasers or vendors)
✔ Implementing and monitoring operation schedules
✔ Negotiating with other parties and their councils
✔ Coordinating with companies’ general management and internal departments (particularly financial and legal departments)
✔ Drafting acts: letters of intent, offers, transfer agreements, transfer contracts, asset and liability guarantee agreements, asset and liability guarantee agreement acts (surety, first request bank guarantees, escrow, etc.), minutes of corporate decisions about legal changes resulting from sales (appointing new directors, transferring head offices and other statutory changes), vendor support contracts
✔ Legal formalities
✔ Post-acquisition follow up
Restructuring operations (mergers, partial contribution of assets, demergers, dissolution without liquidation with universal transfer of assets and liabilities):
✔ Advice on structuring and designing the restructuring plan
✔ Preparing operations, collecting documents
✔ Implementing and monitoring operation schedules
✔ Coordinating with companies’ general management and internal departments (particularly financial and legal departments) and external stakeholders (auditors, chartered accountants, contribution auditors, notaries, etc.)
✔ Drafting acts: merger agreements, contribution contracts, legal representative reports, minutes, updating the articles of association, legal announcements
✔ Legal formalities
✔ Post-restructuring follow-up
Private equity, financing, acquisition, fundraising, LBO:
✔ Advice on structuring and designing fundraising schemes
✔ Preparing operations, collecting documents
✔ Implementing and monitoring operation schedules
✔ Negotiating with other parties and their councils
✔ Investment protocols
✔ Partner or shareholder agreements
✔ Drafting acts: legal representative reports, minutes, updating articles of association
✔ Coordinating with companies’ general management and internal departments (particularly financial and legal departments) and external stakeholders (auditors, chartered accountants, contribution auditors, etc.)
✔ Legal formalities
Financing/bank refinancing operations:
✔ Reviewing bank documentation and guarantee acts
✔ Discussing with financial institutions and their councils
✔ Minutes of authorisations given by corporate bodies
✔ Assisting with lifting conditions precedent (CPs)
Company merger operations:
✔ Advice on structuring and designing merger schemes
✔ Negotiating with other parties and their councils
✔ Drafting contracts
We work in French and English and can provide translations in any other language.
Our firm also registers deeds with tax authorities and manages legal formalities with the Trade and Companies Register (with our “certigreffe” key) and the National Institute of Industrial Property (Institut National de la Propriété Industrielle – INPI).
We use a tool to sign acts electronically thanks to the online service implemented by the National Council of Bars (Conseil National des Barreaux) (CNB). With it, we can create 100% electronic lawyer acts (AAe) which have just as much legal value as their paper counterparts. This simple, fast and entirely secure tool provides a certified date, an accelerated signature with no postal delays and long-term probative archiving which is guaranteed, secure and accessible online at www.cnb.avocat.fr.
Our firm does not work directly on tax or social law but can nonetheless help you with any needs you may have by calling on specialists in our professional network in France or abroad should you require. The same goes for public law and public or private litigation whereby the firm can only provide advice.
SECTORAL EXPERTISE
We work in all fields, industries and services (agri-food, automotive subcontracting, car dealerships, transport, industry services, biotechnology, distribution, tourism, travel operators, construction and property promotion, culinary arts, catering, clothing, cosmetics, manufacturing and marketing olive oil, irrigation, machine tools, aeronautics, higher education, self-employment including chartered accountants…the list goes on!).
One of our main areas of expertise is outdoor hospitality which we have been operating in for over 10 years. Wine growing and production are just two of our firm’s strong lines of development, particularly when it comes to purchasing and selling domains within or outside family circles.
Besides our regular law consultancy, having the status of attorney-at-law for transactions and the mediation training we have done help us assist our clients with a wider range of issues, e.g. purchasing or selling assets (particularly property), which requires both searching for a buyer or a seller, structuring a purchase or sale transaction, and even searching for a negotiated solution to a conflict between partners (for families or third parties).
➜ Supporting an international group from set up to sale with its operations manufacturing and distributing equipment and reagents for in-vitro diagnostics
➜ Outsourced legal departments (including growing external operations) especially for international groups, in service to industry, distribution of mobile telephone services and sports tourism
➜ Multiple cases of acquiring and reorganising campsites on behalf of an operator in the outdoor hospitality sector
➜ Organising multidisciplinary and multisite acquisition audits with teams in France and abroad
➜ Conflict resolution between partners which led to a negotiated solution
➜ Reorganising the governance of groups of companies; designing and implementing the scheme
EXAMPLES
Our fees
For standard work (including company incorporation and simple legal secretariat), we can offer our clients either a fixed price or include it in an annual subscription.
For complex and/or tailor-made cases, our fees are based on the time it takes to complete them. The hourly rate we charge depends on how complex or urgent cases are and the level of expertise they require. It currently varies between 280 and 350 euros excluding taxes and fees. However, we can provide clients with a fixed price when the nature of the work suits. Any additional expenses we incur which you will be liable to pay include our travel costs, ordering documents on infogreffe (the electronic platform of the trade and companies registers in France), commercial court clerk fees and legal announcements. A flat fee (currently 200 euros excluding taxes) will be invoiced for each formality.
We also sometimes charge fees which include a variable element or which are based on the success of the case; particularly when acting as attorney-at-law for property transactions.
Our fees and costs are usually invoiced as follows: deposit to be paid before work starts (generally 25% of the overall budget), then monthly invoicing of fees and costs as the work is carried out.
We will not charge you anything for our first meeting if it leads to a subsequent case.