Strategic Lawering Paris Lyon Bruxelles

Corporate/Mergers & Acquisitions

The Corporate / Mergers & Acquisitions practice of Soulier AARPI law firm handles the full range of legal issues related to corporate law, from incorporation of all types of legal entities to equity transactions, group reorganizations, external growth transactions and transfers of businesses.

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Our lawyers have the skills and experience to successfully perform all the transactions that impact the life of businesses, shareholders and corporate officers. They combine their specific expertise in corporate transactions with the other resources of the Firm, including, but not limited to, tax, labor and business law practices. Our multidisciplinary and extensive expertise enables us to offer a comprehensive range of legal services in the framework of a customized approach that is tailored to the specific needs of each of our clients, thereby ensuring efficient case management and successful outcome.

In this context, our services mainly focus on the following areas:

Corporate

  • Incorporation of commercial and civil companies/nonprofit associations/endowment funds:
    Legal and tax optimization of the business structure,
    Preparation of articles of association, by-laws and shareholders’ agreements,
    Completion of legally required formalities.
  • Routine corporate secretarial works for listed and non-listed companies:
    Approval of annual accounts and financial statements,
    Amendments to articles of incorporation and by-laws,
    Change and/or removal of salaried and non-salaried managers.
  • Equity transactions:
    Share capital increases and decreases,
    Issuance of securities,
    Profit-sharing and incentive plans for employees and/or corporate officers (free allocation of shares, stock-options, share subscription or purchase options).
  • Internal reorganizations:
    Mergers, split-offs, demergers,
    Transfers of assets,
    Winding-up, global transfer of assets and liabilities (known as Transmission Universelle de Patrimoine or “TUP” under French law), voluntary liquidation.

Mergers and acquisitions

Assisting French and foreign businesses in the successful implementation of their external growth and development strategy is a major focus of our work.

At the national level, we rely on our full-service, integrated and “tailor-made” business approach, to efficiently assist and advise French and foreign clients at all stages of a transaction and provide them with solutions that are best-adapted to their needs. This includes, but is not limited to:

  • Definition of the expansion/growth strategy (incorporation of a NewCo, acquisition or sale of companies, business segments or assets, private equity transactions);
  • Performance of legal and tax due diligence (DD and Vendor DD);
  • Review and validation of the transaction structure, tax optimization;
  • Preparation and negotiation of the legal documentation (LOI, confidentiality and non-disclosure agreements, purchase/sale agreements and related asset and liability warranties, investment agreements, shareholders’ agreements);
  • Negotiation of bank financings and implementation of related guarantees.

On the international level, our clients benefit from the depth of expertise in cross-border and multijurisdictional transactions that we have continuously developed since many years. Thanks to the reliable connections we have established with renowned foreign law firms and legal professionals who are members of associations where we play an active role, we are best positioned to assist domestic businesses wishing to expand internationally. As such, we are able to efficiently structure and pilot the incorporation of foreign business vehicles as well as acquisitions and sales of foreign companies and/or assets, and to proactively coordinate and liaise between our clients and the various involved parties, thereby guaranteeing increased efficiency and cost-control.

Private Equity

Soulier provides legal advice to French and foreign investors (investment banks, funds, private equity firms, venture capital firms, etc.) and corporate officers in connection with leveraged buyout transactions and investments. Our lawyers handle all legal and tax issues that may arise in connection with this type of transactions, including, but not limited to, due diligence, transaction structuring, preparation and negotiation of contractual instruments (investment agreements, shareholders’ agreements, good leaver/ bad leaver clauses, guarantee agreements and issuance of securities).

Depending on the specificities of the transaction and the industry in which the target company operates, the support of the Firm’s other Departments enables us to offer a comprehensive and integrated legal assistance, which is critical to the success of the contemplated transactions.

Acquisition of distressed and bankrupt companies

We assist French and foreign businesses in connection with the acquisition of assets owned by French companies going through insolvency and/or liquidation proceedings.

The members of our Corporate / Mergers & Acquisitions Department are highly experienced in this type of files. They manage the preparation of the offer to be submitted to the Court, supervise each step of the process until the effective transfer of the relevant assets, and consistently liaise between the acquirer, the distressed company and the various court-appointed agents and officers. Throughout the whole process, they work in close collaboration with the Firm’s lawyers specialized in insolvency, bankruptcy and labor law.

Corporate litigation

Soulier assists and represents its clients in corporate law related pre-litigation claims, disputes and trials before commercial, civil and criminal courts and arbitral tribunals, including, but not limited to, in relation to the following:

  • Disputes between shareholders;
  • Liability of corporate officers and managers;
  • Challenge of corporate decisions made by corporate officers or managers;
  • Enforcement of asset and liability warranties.