practice areas
Contracts, Competition and Distribution
Expertise
- Distribution
* Contracts for commercial agents, brokers, common interest agents
* Distribution networks for products and services
* Franchises
* Partnership agreements
- Competition
* Anti-competitive practices, particularly cartels and abuses of dominant position
* Unfair competition and parasitical actions
* Regulation of restrictive practices
* Regulation of pricing and invoicing practices discounts, rebates, reductions, predatory pricing
* Parallel imports and customs
* Business litigation and general commercial litigation
* Litigations before the relevant courts and tribunals and ICC arbitration
* ADR
Services
- Help with compliance with current legislation in the area of commercial practices
- Assistance and defense in questions of anti-competitive practices
- Drafting, negotiation and termination of commercial contracts
- Assessment and guidance in pre-contentious matters and assistance during reviews and examinations by appointed experts
- Assistance in the choice of contractual framework for a marketing network for products and services
- Advice and implementation of strategies for the release from contractual obligations, termination of contracts and termination of commercial relations
- Handling of contentious matters and litigation, both national and international, before state courts and arbitral tribunals
- Preparation of the legal framework for the setting up of joint ventures
Our clients include
- A world leader in the cement and aggregate industry
- A major distributor of pharmaceutical products
- A French investment fund
- A press and publishing group present in 16 countries
- A world leader in management consulting and information technology
Corporate/M&A
Expertise
- Structuring transactions
* restructuring, equity financing (including issuance of complex financial instruments)
* acquisition and transfer of companies
* strategic reconciliation
* mergers, divisions, asset transfers
* restructurings
* transfer of family businesses
- Private equity
* LBO / OBO …
* investment capital
* mezzanine and senior financing
* Venture Loan
- Companies in distress
* ad hoc
* rescue, conciliation
* compulsory winding up and liquidation
- Stock exchange transactions and regulations
* public offers (purchase/exchange/withdrawal)
* Initial Public Offering (IPO)
* issue of financial instruments
* financial reporting of listed companies
* stock market litigation before courts and tribunals and before the disciplinary board of the financial services authority (French Securities and Exchange Commission) (AMF)
- Market rules and ethics and Corporate governance
* compliance audits
* internal codes of practice and company by-laws
* management of minority shareholder s rights
* prevention and handling of conflicts of interest
- Salary and compensation issues (stock options/ bonus / Long Term Incentive…)
- Issues arising in the day to day workings of a company
* guidance and support in day-to-day company management
* creation / liquidation
Services
- Analysis of the legal feasibility of projects with or without a market component
- Legal engineering (conception and implementation of complex procedures)
- Turning around of companies in difficulty/ coaching and guidance through legal procedures /stock market transactions
* coordination of and assistance in negotiations
* due diligence (especially vendor due diligence)
* drafting and negotiation of contracts related to these transactions (letters of intent, acquisition contracts, security agreements, shareholders' agreements, strategic protocols , financing agreements, securities etc…)
* handling of the issue of securities connected to these transactions
* assistance in relations with authorities
- Counsel and guidance of decision makers
* legal strategy
* crisis management
* financial communication
* legal analysis of risk of litigation, implementation of preventive measures
* compliance audits (particularly for companies working within a highly regulated)
- Advice and guidance in procedures for companies in distress (ad hoc, conciliation, rescue) takeover of companies within the framework of such procedures
- Assistance in contentious matters (strategy / guidance / negotiation)
Our clients include
- A major French Banking Group
- Leading French and International Insurance Companies
- A large group in the food service industry
- Construction companies
- A leading international actuarial company
- Investment funds
- Start-ups
- A major group in the agri-food industry
Employment
- Social aspects of corporate restructurings
- Outsourcing
- Collective redundancies (with or without plan to safeguard employment)
- Labor relations and collective negotiations (staff representatives, work councils, occupational health and safety committee)
- Collective conflicts and negotiation with trade unions' representatives and the labor administration
- Participation and profit-sharing
- IT policies and whistleblowing hotlines
- Individual employment relations (hiring, life of the employment contract and redundancy)
- Delegations of authority
- Collective and individual litigations
IT and Telecommunications
Expertise
- The implementation of software packages and systems integration
- Outsourcing
- IT security
- Pre-contentious matters and litigation
- Data protection and Privacy
- Computing Procurement Contracts
- Electronic communication
- Dematerialization and electronic archiving and filing
- Direct marketing
- E-commerce
- Digital evidence
- Telecommunications
* IRU contracts
* Licenses for the use of data
* Mapping
* Contracts for double and triple play offers
* Telecom routing agreements
* ADSL supply service contracts
* Technical hosting contracts
Services
- Legal management of complex technological projects (IT and telecoms)
- Support in the negotiation of contracts and deals related to complex IT projects
- Legal analysis of risks related to Information technology and communications
- Analysis of the legal feasibility of technological projects
- Representation in pre-contentious matters and where litigation arises
- Legal assessment of IT projects
- Assistance with the legal organization of e-governance
- Guidance in procedures and in relations with the governing body on data protection (CNIL)
- Compliance Audits
* Regulations laid down by the national governing body for data protections (CNIL)
* Websites
* Licenses for software packages
* Guides on the proper usage of company IT tools
* Drafting of detailed plans for company reorganizations
Our clients include
- A world leader in systems integration and management consultancy
- One of France's leading specialists in consumer credit
- A major company in the metal packaging industry
- A leading international telecommunications company
- The top French personal insurance company
- A world leader in the field of technologies, tools and services for research and fabrication of biotechnologies and biopharmaceuticals
- A banking group, providing diversified services in 68 countries
- The world leader in decision support computing
Tax
- Main sectors:
* Finance (corporate and investment bank, insurance, asset management, financial services, investment funds, private equity…)
* Energy (development, operation, sale/purchase of wind farms, solar power plants (photovoltaïc and thermic…)…
* Real estate (brokers, investment funds…)
* IT services (implementation of software/systems, distribution, optimisation of IT purchases…)
- Tax management/planning:
* Day-to-day tax management
* Implementation of new taxes, new filing/documentation requirements, new regulations
* Audit and improvement of tax management tools/process (Effective Tax Rate analysis and management, mapping of the tax costs/risks, tax reporting, tax policy…) and transfer pricing documentation
* R&D tax credit
* Remuneration (long term incentive plans, stock-options, restricted and conditional shares, French profit sharing schemes, company saving plans, indemnities…)
- Reorganisations:
o Intra-group reorganisations (merger/demerger of divisions, business lines, business units, optimisation of corporation tax, VAT, business tax, internal transactions/flows…)
* Acquisitions/sales/mergers
* Strategical and operational partnerships
- Complex financial transactions:
* Structuration and securisation of financing transactions (syndicated loans, asset finance, project finance, real estate finance, financing of Public Private Partnerships…)
* Review/negociation of legal documentation in relation to derivatives, complex securities
* Structuration/distribution of investment funds
- Tax audit/litigation:
* Assistance before and during the tax audit (general tax audit, audit of paying agent filing obligations, social security audit
* Handling of tax litigation before all French and European courts