Business Law

The Business Law department assists and advises French and foreign Small and Medium-sized Enterprises, notably in the following areas :

Company Law and Business transfer

Company formation

  • Determination of the corporate form the most suitable to the company needs, the intended operation and the situation of the shareholders and executives.
  • Monitoring of legal secretary of the companies.

Group of companies

  • Determination of the suitable structural framework and restructuring : merger, partial transfer of assets, division, transfer of all assets and liabilities (« TUP »), contribution, dissolution, liquidation, etc.
  • Intragroup agreements : management fees, cash management, etc.

Merger, acquisition, transfers and capital partnerships :

  • Operations of acquisition and transfer of shares from listed and non-listed companies, LBO, MBO, venture capital and private equity :
    • operations and negotiations,
    • operations of due diligence,
    • deed of assignment, representations and warranties, shareholders’ agreements.
  • Operation funding:
    • Issuance of single or compound securities : bonds, bonds convertible into shares, bonds with share warrants, etc.,
    • Senior bank debt. 

Commercial law

Operations on business capital

  • Transfer / Acquisition,
  • Contribution,
  • Leasing income.

Operations on business and operation premises

  • Commercial lease, sublease and related contracts : negotiation and drafting, key money, purpose of the premises, etc.,
  • Follow-up on the commercial lease : despecialization, renewal, rents, etc…,
  • Real estate leasing.

Contract law

Commercial contracts

  • General terms and conditions of sale and purchase,
  • Commercial negotiations : framework contract, implementation contracts,
  • Distribution contracts (exclusive, selective, etc.), franchise contracts (pre-contractual information document, etc.), listing contracts,
  • Commercial agent, commission, mandate, out-sourcing, etc.,
  • IT contracts : drafting and negotiation (specific softwares, technological migrations, licenses, etc.),
  • Intellectual property contracts : transfer of rights, licenses, etc.

Corporate and individual taxation

The Tax department assists and advises French and foreign clients, notably in the following areas :

Corporate taxation

  • Corporate tax,
  • Restructurings,
  • Audit and tax form review,
  • VAT,
  • Direct local taxes (CVAE, CFE)

Individual taxation

  • Income tax,
  • Real estate assets tax (ISF/IFI),
  • Patrimonial engineering.

Tax litigation

  • Assistance in tax inspection (pre-litigation step),
  • Assistance in front of the Commission, Administrative Court and the Administrative Court of Appeal.

International Taxation

  • Restructurings,
  • Transfer price,
  • Optimisation of the tax management of group of companies.

Litigation

The judicial department takes over all litigations related to the business world, notably in the following areas :

Commercial Law

  • Actions in unfair competition and counterfeit,
  • Commercial agency law, franchise contracts, etc.,
  • Commercial lease litigations,
  • Sudden termination of an established business relationship,
  • Litigation between shareholders.

Banking and Financial Law

  • Banking responsibility (breach of duty of advice and information in financial or real estate investment),
  • Enforcement proceedings.

New Technologies Law

  • Litigations arising from information migrations or systems changes, implementation of software packages, etc.,
  • E-commerce litigations, etc.,
  • Issues related to domain names, natural or paid referencing,
  • All litigation arising from the implementation of an IT contract.

Collective Insolvency Proceedings

  • Assistance to companies and their executives in the prevention of difficulties (ad hoc mandate, conciliation) and collective insolvency proceedings (judicial safeguard, restructuring and liquidation proceedings, etc.),
  • Monitoring of the relationships with the insolvency practitioners, judicial representatives, Courts, shareholders, creditors (banking institutions, suppliers, etc.),
  • Preparation and negotiation of capital-based or financial retructurings (settlement agreements, safeguard/restructuring plan), disposal plans and continuation plans.