M&A Governance

We provide support to our French and international clients at all stages of their development in domestic and cross-border operations, including mergers and acquisitions, sale of shares, joint ventures, and partnership agreements, as well as private equity transactions such as leveraged buyouts (LBOs) and management buyouts (MBOs), and securities issues.

Our availability and close relationship with our clients allow us to offer tailor-made solutions for each transaction.

Additionally, our team specializes in corporate governance matters, providing guidance to executives on the implementation of corporate governance codes such as Afep-Medef and Middlenext. We also assist with issues related to executive remuneration, responsibilities, delegation of powers, legal risks, and the effectiveness of control mechanisms.

We provide assistance to companies in drafting their internal regulations, executive charters, codes of conduct, codes of ethics, and anti-corruption policies in compliance with the Law of December 9, 2016 (Sapin 2).

Recent cases:

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    Counsel to a French company with regard to the issue of securities by way of private placement in Luxembourg;
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    Counsel to a French company on the drafting of a trust and security agreement;
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    Counsel to an executive, shareholder of a Luxembourg-based company, in relation to the use of his voting rights on a benefit offered by the board of directors;
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    Advising on the regularity and validity of various resolutions taken by the board of directors of a Luxembourg-based company;
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    Counsel to an executive challenged on the grounds of a ut singuli action;
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    Advising on the sale of an African bank on the opportunity to revoke a pledge of shares following a wrongful conduct by the purchaser during the transaction;
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    Advising on the sale of an African bank;
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    Advising on the drafting of a share transfer agreement covering the temporary transfer of shares in a public limited company;
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    Advising on the compliance of the supervisory board of a listed company with the AFEP-MEDEF code guidelines;
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    Counsel in a dispute relating to a statutory clause on the distribution of voting rights following the stripping of corporate rights;
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    Counsel in a transaction related to the transfer of the majority shares of a bank based in Congo Kinshasa to a Kenyan bank;
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    Counsel in an Ad hoc arbitration related to a dispute between several members of a supervisory board;
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    Counsel in a court dispute involving a shareholders' conflict in relation to an abuse of the majority shareholding;
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    Various mediation proceedings in relation to disputes between partners in absence of an exit clause in the articles of association and the shareholders' agreement ;
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    Various arbitration proceedings and court proceedings related to post-acquisition disputes arising from the enforcement of liability guarantees;
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    Various mediation proceedings in relation to disputes between partners in absence of an exit clause in the articles of association and the shareholders' agreement ;
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    Litigation related to the appointment of an authorized agent to obtain the convening of a shareholders' meeting at the request of a group of minority shareholders.

We ensure your global success