Practices

Corporate / capital markets and securities

Mergers & acquisitions

  • We advise investment funds and companies in all aspects of M&A (acquisitions, divestitures, majority or minority stakes, joint ventures, LBOs)

  • Setting up of creative and robust legal structures, that meet our clients’ needs

  • Negotiation and drafting of acquisition or investment documents (term sheets, non-disclosure agreements, offer letters, process letters, exclusivity periods, investment agreements, sale and purchase agreements and representations and warranties, securities transactions, management benefit plans)

  • Negotiation and drafting of financing documents (debt and equity)

  • Negotiation and drafting of shareholder documents and exit strategies (shareholders' agreements, promise to purchase, sale of securities)

Securities

  • Advice regarding national and international public securities offerings (public offerings, reactive or defensive strategies, derogation requests, delisting)

  • Advise issuers and underwriters regarding IPOs, capital increases and debt issuance (high yield, convertible bonds)

  • Advise to French and international companies for investments in listed companies

  • Negotiation and drafting of block trade documents or share transfers

  • Advise issuers with regards to company law and market regulations (interactions with the market regulator, financial communications, shareholders' meetings, drafting annual reports, regulatory declarations, share buy-back plans)

  • Advise issuers with regards to corporate governance matters

  • Corporate secretary functions for the board of directors or management board for listed companies

Antitrust / consumer protection /
distribution / compliance / digital

Merger Control

  • Analysis of business agreements and joint-ventures under EU and French competition laws

  • Merger filings before the European Commission and the French Antitrust Authority (Autorité de la concurrence)

  • Negotiation and monitoring of undertakings submitted by notifying parties to antitrust authorities

  • Defense of the notifying parties before the relevant courts

Anti-competitive practices and Antitrust

  • Drafting and implementation of vertical agreements and horizontal cooperative agreements in compliance with EU and French competition laws

  • Advise and defense of companies under investigations launched by antitrust authorities

  • Advise and defense of companies subject to anti-competitive and abuse of dominant position complaints filed with the European and French competition authorities as well as before the relevant courts

  • Advise companies in antitrust complaints before the EU and French antitrust authorities

Unfair competition

  • Advice and defense regarding unfair competition (discriminatory practices, abuse of economic dependency, predatory pricing, discount policies, termination of established commercial relationships, etc.)

  • Advice and defense regarding unfair competition, denigration and free-riding

Multichannel distribution (off-line / on-line) and e-commerce

  • Advice regarding distribution network structure both off-line and on-line (e-commerce platforms, social networks, etc.)

  • Advice regarding e-commerce strategies: creation, monitoring and audit of e-commerce sites, electronic payment systems

  • Advice with advertising and promotions for on-line sales: search engine optimization, sponsored links, affiliation, e-marketing

  • Advice regarding pricing policies and sales methods (resale for a loss, price reductions, sales with a bonus, coupled or linked sales, lotteries, promotional events …)

Compliance

  • Advice and assistance to companies and corporate officers with compliance issues regarding competition regulations and national or international anti-corruption laws: audit, preparation of compliance guidelines, training

Litigation and arbitration

Securities litigation

  • Company defense against decisions rendered by the Market Regulator, specifically regarding public offerings

  • Company defense arising out of its status as a listed entity

  • Company and director defense regarding criminal proceedings before the criminal courts or the French Market Regulator for failure to comply with market transparency and disclosure provisions.

  • Corporate governance and Director liability

  • Company and director defense for litigation concerning corporate governance, in particular for the termination or revocation of directors as well as issues concerning their exit packages

  • Litigation regarding director liability

Competition

  • Company defense against sanctions imposed in proceedings initiated by the European Commission of the French Antitrust Authority

Mergers & Acquisitions and private equity

  • Company and shareholder defense in litigation regarding the validity or enforceability of sales agreements or shareholders' agreements (exercise of put or call options, price determination, enforcement of representations and warranties)

  • Investment fund and investor defense with regards to investment documentation

Commercial, industrial and insurance related litigation

  • Commercial litigation defense (forced execution, breach of contract, contractual liability, unfair competition, denigration, free riding, solicitation of personnel, products liability …)

  • Industrial accident defense (application according to insurance policy: general insurance or personal insurance)

Bankruptcy law

  • Advice in the analysis of the company's financial difficulties and providing a strategy to handle the difficulties identified (bankruptcy protection, sale, continuation or liquidation)

  • Advice during the preparatory phase (suspension of payments) and advice during the associated proceedings

  • Lender or director defense in the event that their liability is at issue in the proceeding

Criminal

  • Company and director defense during criminal proceedings for any white collar criminal infractions (fraud, money laundering, embezzlement…)

Arbitration

  • Company defense before the principal arbitral panels in Paris (AFA, CCI) or during ad hoc arbitration proceedings.