“Everlaw & Tax is the result of the merger of the tax team of the Stehlin & Associés firm and the ‘Corporate’ team, of the Everlaw firm.”
The lawyers of the M&A │ corporate team have developed recognized expertise in areas involving:
- Private Equity
- Mergers & Acquisitions (M&A)
- Company Law and Restructuring
- Financing of groups of companies and acquisitions
Our transversal and global approach to these areas allows us to support our clients, both in terms of setting strategy and in overseeing the full implementation of the transaction according to the needs of each deal.
We have developed a particular expertise in Private Equity by assisting both French and foreign investors (companies, investment funds, business angels, LPs, GPs), issuing companies, start-ups, majority or minority shareholders or management teams during leveraged transactions (LBO, LMBO, etc.) or during fundraising (in seed, venture capital or development capital).
Our private equity team is highly experienced at dealing with complex transactions and providing solutions which are adapted to each particular transaction in terms of governance structure, exit, possible deadlock situations and the management team.
We regularly assist our clients in the structuring, negotiation and implementation of the following transactions:
- investment protocols and shareholders’ agreements, joint-venture agreements;
- determining legal and tax structuring solutions as well as investment methods;
- management package and incentive plans;
- contracts or commitments relating to liquidity, recapitalizations;
- financing contracts and guarantees for the benefit of money lenders;
- debt restructuring and its consequences on existing agreements in struggling companies; and
- the appropriate corporate rights mechanisms to implement these operations (issuance of complex securities – ABSA, OBSA, OCA, ORA – preference shares, statutory and specific provisions, etc.).
Mergers & Acquisitions (M&A)
The Firm’s M&A team assists companies (SMEs, mid-caps or large groups), financial institutions, funds and investment companies in all aspects of their M&A operations: external growth, sales / acquisitions of securities or of assets, majority or minority shareholdings, business transfers and acquisitions, joint ventures, etc.
We regularly work on transactions with international dimensions, whether for foreign clients wishing to invest or step up in France, or to conduct cross-border operations, or for those who have target activities or a strong presence abroad.
As part of its clients’ transactions, our team also works on obtaining the necessary authorisations from the relevant competition authority and on the management of sectoral regulatory issues (administrative or regulatory authorisations required, regulations, ICPE, etc).
The implementation of post-acquisition or merger integration processes is also managed by the Firm’s team.
Our team has developed recognized expertise within the framework of:
- legal and tax due diligence audit; Data Room management;
- optimization of the legal and fiscal structuring of the transaction and its financing;
- prior restructuring (trimming, carve-out, APA, disposal / reclassification of assets, etc.);
- distressed M&A;
- tax management of Mergers & Acquisitions;
- management package and employee’s incentive;
- negotiation of contractual documentation (Non-disclosure agreement (NDA), letter of intent, transfer or investment protocol, shareholders’ agreement, guarantee of assets and liabilities, etc.);
- negotiation of financing documentation (senior and mezzanine) and related securities;
- post-acquisition operations;
- implementation of asset and liability guarantees and Earn-Out provisions; and
- resolution of conflicting situations and disputes that may arise from these transactions.
Corporate Law and Restructuring
We support our French and foreign clients at all stages of the development of their company or group. The team’s lawyers master the most technical aspects of company law and taxation which they implement transversally, in particular during exceptional transactions, such as contributions, mergers, restructurings or capital transactions. On behalf of its clients, our team also ensures the legal follow-up of companies for regular day-to-day operations.
- the choice of legal structures and incorporation of companies and subsidiaries; management and development of legal structures;
- equity financing operations (issuance of all transferable securities, preference shares, capital decrease);
- restructuring operations of groups and companies (contributions, mergers, spin-offs, carve-outs, disposal of assets);
- the establishment and management of corporate governance within groups (specialized boards, delegation of powers, limitations of powers, conflicts of interest, compliance, etc.);
- intra-group relationships (cash-pooling agreements, service agreements, current account agreements, etc.);
- the status of the managers (terms of offer of the director, remuneration, termination of functions);
- the implementation of incentive mechanisms (management packages, stock options, free shares, BSPCE, employee shareholding, FCPE, etc.);
- relations between shareholders (draft and management of shareholders’ agreements, drafting of specific statutory provisions, management of minority interests, preference shares, usufruct, real right of special enjoyment, etc.), and the settlement of conflicts between shareholders;
- management of preventive treatment for financial difficulties;
- the use of trust-management or trust-surety in complex transactions; and
- more generally, regular or significant and one-off transactions affecting the legal life of companies.
Financing of Groups of Companies and Acquisitions
Our team is involved in the structuring and negotiation of corporate financing, in particular for the needs of their M&A or Private Equity (senior debt, mezzanine or traditional bond loan), including the establishment of related collateral (pledging of securities accounts, receivables, other guarantees) and their implementation.
We have developed an expertise in the use of collateral trust in complex transactions.
We are also involved in the restructuring of debt and asset acquisitions (turnaround, restructuring).