Business Law

Mergers and Acquisitions (M&A)

Our firm often represents purchasers and sellers in acquisitions of companies either individually or within the framework of multi-country acquisitions.

Examples of Matters Relating to Mergers and Acquisitions :

• Organizing the due diligence for the seller of businesses and financial interests in France and abroad to industrial purchasers or American, Japanese, German, Italian and English financiers, such as, for example, sale from a French corporate group to an Italian group of a collection of businesses comprising several major industrial sites and multiple French and foreign subsidiaries, involving analysis of the documentation concerning all sites of the group and setting up of the data room.
• Drafting and finalization of agreements, in particular environmental safeguard clauses, analysis of the tax and competition aspects.
• Participation in numerous corporate acquisitions in Europe, the United States and Brazil; negotiation and drafting of the related agreements.
• Representation of a U.S. company specializing in the supply of digital photographs by Internet in the acquisition of a French photographic press agency, involving legal audit and negotiation of acquisition contracts and consideration of competition law and environmental law.
• Representation of a U.S. company specializing in the establishment and operation of international call centres for the acquisition of a French company within the framework of a multi-country European acquisition.
• Representation of a U.S. computer software company in negotiations to acquire a French software company, including negotiating and drafting an acquisition agreement and conducting due diligence.
• Due diligence covering all aspects of a French regional airline and review for finalisation of a contribution agreement transferring the principal activity of such airline, including related assets and liabilities, to a large European carrier.
• Representation of a multinational in view of its withdrawal from the Southeast Asian oil industry by means of the sale of its shares to an Indonesian company, involving drafting of agreements, including the share-sale agreement, an assignment of debt, an assignment of accounts receivable, a cancellation and release covering all liabilities except those resulting from representation-and-warranty default, and an agreement to establish an escrow account for deposit of the purchase price until fulfilment of all conditions precedent.
• Representation of a U.S. industrial company in the divestiture of its French distribution subsidiary to a Spanish company, including negotiating and drafting of the sale agreement and ancillary agreements.
• Management of overall due diligence with respect to France in the acquisition by a US company of another U.S. company having several French subsidiaries with metal-products manufacturing facilities.
• Representation of a U.S. company in the sale of its two French subsidiaries specializing in the manufacture and sale of electronic and mechanical parts, within the context of an international transaction involving sales of subsidiaries in various countries.
• Participation in the negotiation and drafting of a share-purchase agreement on behalf of the seller, a French-based multinational in the compressed-air industry, for the divestiture of one of its subsidiaries in the pharmaceutical/chemical industry, including analysis of the environmental impact of incidents at a chemical plant.
• Representation of a European telecommunications company in connection with the spin off of a branch of the company's activity by transforming it into a subsidiary for contribution of same to a joint venture with a US telecommunications company.
• Negotiation and drafting of a share-purchase agreement, together with related put-and-call option agreements structuring a two-phase acquisition, the first immediately upon completion of due diligence, and the second five years later upon the fulfilment of certain conditions, together with related shareholder agreements and other implementation documents.
• Assistance to a number of French companies in a multiparty arbitration, between the sellers and purchasers, in order to determine certain accounting parameters for determining the final price of shares subject to provisions of the share-purchase agreements.
• Arbitrator in an ad hoc arbitration involving representation and warranty claims pursuant to a sale of a company following a tax audit of that transferred company, resulting in the assessment of back taxes.
• Legal opinion on the protection of minority shareholders in a takeover of a large French publicly held corporation in the luxury-goods industry, including analysis of COB (French counterpart of the SEC) regulations and decisions.
• Legal opinion on the most appropriate timing for notification to both the COB and the European Commission (Concentration Task Force) of an acquisition by a publicly held corporation subject to EC competition regulations on concentration.
• Due diligence review of French corporate registries in connection with the acquisition of a French medical-products manufacturer.
• Participation in the implementation of legal transactions aiming at an alliance between two French and American pharmaceutical groups: retrieval of documentation from numerous sites in the group, setting up the data room for due diligence and participation in the finalization of agreements relating to Europe in view of combining their respective pharmaceutical activities and negotiation and drafting of mergers in certain European countries.
• Participation in the negotiation and drafting of a share-purchase agreement on behalf of the seller, a French-based multinational in the compressed-air industry, for the divestiture of one of its subsidiaries in the pharmaceutical/chemical industry, including analysis of the environmental impact of incidents at a chemical plant.
• Preparation, negotiation and drafting of contracts on behalf of a European pharmaceutical group, transfer of pharmaceutical products and marketing authorization, trademark and patent files and negotiation.
• Representation of a U.S. medium-sized musical-instruments company, following its acquisition of a French closely held company, involving French company and labor law issues.
• Due diligence review of French corporate registries in connection with the acquisition of a French medical-products manufacturer.
• Due diligence on a French high-growth group of companies manufacturing and distributing shelving and display cases used in large-volume discount distribution.
• Negotiating and drafting acquisition agreement for France in the framework of a multijurisdictional transaction, involving merger by absorption of the acquired company and retention of its corporate name, as part of the world-wide acquisition in the business sector of light bearings and self-lubricating bearings, including the related setting up of two companies for the separate purchase of real estate.
• Negotiation and drafting of the acquisition agreement in a transaction to expand client's activities into the area of manufacturing and sale of universal joints for industrial application, particularly in industrial vehicles.
• Advice regarding the compatibility of a merger between a French company, an Italian company and a Canadian company with the EU merger control regulation and the possibility of referring the case to the Court of Justice of the European Communities.
• In the context of the restructuring of a group's business, a merger proposal by the French subsidiary of a major US industrial company of its wholly-owned subsidiary, whose business is the distribution of industrial parts.
• In connection with the termination of the activities of one of the French subsidiaries of a major US industrial company, a project to restructure the equity of the subsidiary, by making profits from the sale of patents and dissolving a subsidiary wholly-owned by a member of the group that has the effect of universal transfer of assets.
• In the context of the worldwide acquisition of a branch of industrial activity, acquisition of 100% of the capital of the French subsidiary of a major international industrial group, followed by its merger by the acquirer.
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