Private equity / fund structuring

Our experience and know-how enable us to offer advice covering all private equity transactions (seed, venture capital, capital growth and transmission) as well as the structuring of investment funds and management companies. We advise and assist our clients, mainly mid- and upper mid-cap companies and financial institutions (private or institutional funds, groups listed on the SBF 120, large SMEs, family offices, including unregulated funds and trusts), in both advisory and litigation matters.

Legal and tax structuring of private equity funds:

• Upstream analysis of the appropriate legal and tax structuring: regulated or unregulated fund, type of fund (investment holding company, SCR, FCPR, FPCI, SLP, FPS, etc…);
• Accompanying the client, if necessary, in the creation and approval of a portfolio management company;
• Drafting and negotiation of all regulatory and contractual documentation of the fund (Articles of association, regulations or prospectus, key information document, subscription documentation, tax memorandum, vesting contracts, etc…);
• Procedures with the French regulatory authority, i.e. the Autorité des Marchés Financiers (AMF) (fund approval, pre-marketing, creation, marketing, etc …).
• Regulatory litigation, assistance to management companies in the context of AMF litigation.

Legal and tax structuring of private equity transactions:

Assisting the client throughout its project, from the definition of its scope to its implementation, to its disinvestment/closing:

• Upstream definition of the most appropriate legal and tax structuring of the proposed transaction (setting up a partnership, investment, disinvestment, etc.) in order to anticipate possible impediments and optimal implementation;
• Allocation and definition of the roles of each stakeholder in the project: associate/shareholder, investor, partner, supplier etc.. ;
• Drafting and/or negotiation of the transactional documentation required according to the investment methods chosen: investment agreement, acquisition of shares with or without specific rights attached (common shares, shares with preferential rights, shares with stock warrants attached, ratchets, etc.), issue of securities (BSAir, warrants, convertible bonds into shares, bonds redeemable in shares, etc.) ;
• Drafting and/or negotiating the documentation defining the relationship between the shareholders/partners (governance, conflict resolutions, share transfers, exit mechanisms, CSR, etc.): shareholders’ agreements, partnership agreements, specific contracts;
• Drafting and/or negotiation of value creation sharing vehicles (such as free shares, stocks/options, BSPCEs, etc.) and incentives for key people (managers or other employees) or other management packages;
• Assistance in the unwinding of an investment / disinvestment / exit.

The specificity of our organisation and our transversal approach to the legal profession allow us to offer a full service covering all matters involved, from company law to tax law, to employment law, etc. – and this in all sectors of activity (industry, real estate, public works, tourism, communication, health, etc.).