our best practices

Nos pratiques - separation
MERGERS & ACQUISITIONS – PRIVATE EQUITY

MERGERS & ACQUISITIONS – PRIVATE EQUITY

WHAT WE DO:

  • All types of M&A transactions: transfers, acquisitions, joint-ventures, disposals (such as carve-outs)
  • All types of private equity transactions: venture capital, growth capital and leverage buy outs (LBO, LMBO, LMBI, OBO, BIMBO)
  • All types of equity financing and group restructuring transactions
  • Turnaround transactions (reorganization, structuring and/or debt renegotiation within the framework of any amicable settlement procedure (mandate ad hoc, conciliation) or creditor protection procedure) with, where appropriate, the joint intervention of the “Banking and Finance” team

WHAT WE DON’T DO... OR DON’T DO ALONE:

  • Transactions which would require the setting up of a Chinese wall within our teams. We prefer not to use such constructions relying instead on a strict position in terms of conflict of interest as soon as we are consulted on an issue
  • Issues which are peripheral to M&A and private equity transactions which require specific expertise.

HOW:

  • Thanks to a team of 8 partners* and around twenty associates, with a French and Anglo-Saxon cultural and training background
  • In compliance with our values, specifically pragmatism with particular emphasis on technical expertise
  • With the support of the other departments of the firm (tax, employment, public law…) to procure a specific response to a global issue

OUR CLIENTS:

  • Both French and foreign
  •  Listed or unlisted companies, in very varied business sectors (sometimes even unsuspected)
  •  Financial investors (investment funds, French or foreign, which acquire majority or minority stakes) and managers

FINAL WORD:

Our team has counseled for more than thirty years, on average it is the counsel for more than thirty transactions per annum and it has maintained a major standing on its market

THREE REPRESENTATIVE TRANSACTIONS:

  • Acquisition by Fung Brands of Sonia Rykiel
  • Group Bertrand LBO
  • Acquisition of Didier Guerin by the Galeries Lafayette Group

 

* including 1 junior partner

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BANKING AND FINANCE

BANKING AND FINANCE

OUR BEST FRIENDS:

  • Lenders: banks, financial institutions and mezzanine funds
  • Borrowers and issuers: corporate or financial investors (private equity funds and other investors)
  • Law firms which do not have the resources in the financial field (either on the lender side or on the issuer/borrower side)
  • In all cases French and foreign clients

OUR HOBBIES:

  • Financing in the broadest terms: loans, traditional bilateral or syndicated bank funding with a specific focus on acquisition finance (senior and mezzanine) in the context of Leveraged Buy Outs or M&A transactions
  • «Specialized» financing: structured finance, negotiation of master agreements for hedging transactions using derivative instruments (FBF* and ISDA* contracts), as well as very specialized financing such as the financing of the digitalization of movie theaters or other unusual assets
  • Turnarounds: debt renegotiation or restructuring (corporate or LBOs) on behalf of companies, shareholders or creditors (in particular, within the framework of amicable proceedings (mandate ad hoc, conciliation) or creditor protection proceedings)

Our angles of attack:

  • We intervene at all stages of the contemplated transactions (structuring, drafting, negotiation, setting up of the financing)
  • With a dedicated team with comprehensive skills in corporate finance, we handle transactions specifically and globally.
  • Acknowledged pragmatism, thanks to its comprehensive knowledge of market practices and the players therein.
  • Independence which allows us to counsel both lenders and borrowers or issuers and to be unhesitant in seeking changes in market practices if the interests of our clients so require.
  • To be particularly fond of cases with a significant degree of complexity!
  • And more than 20 years of experience in financing
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LITIGATION

LITIGATION

OUR STRENGTHS

  • A department managed by a partner, with more than thirty years of experience and practice, assisted by associates, mostly senior whose profiles are complementary
  • Acknowledged expertise and judicial practice
  • Relaxed interface and great responsiveness
  • Permanent availability in respect of our clients and setting up of an interactive and intuitu personae relationship
  • Size affording personalized and proximity counseling
  • The reliance, where necessary, upon the expertise of the firm’s other departments or qualified outside professionals, in order to reinforce our own expertise in respect to specific issues
  • The development of dispute settlements under alternative methods (arbitration and mediation)

OUR EXPERTISE

  • A strong reputation in the field of general business disputes, cited in all professional rankings
  • Acknowledged expertise, inter alia, in post-acquisition, M&A and private equity disputes
  • A recognized practice in financial disputes and torts
  • Recognized expertise in white collar crime

OUR CLIENTS

  • Investment funds, and investors therein, which we counsel in respect of tortious liability and equity transactions
  • Industrial groups, which we advise, inter alia, in connection with post-acquisition disputes
  • Investment service providers which we advise in connection with tort actions, their liability in connection with market transactions or in connection with labor law disputes with their trading staff
  • Pharmaceutical firms which we counsel, inter alia, in connection with defective health products and more generally in connection with their medical liability
  • Agribusiness groups, which we counsel in the context of abusive economic dependence, breach of arranger briefs, or in criminal law, in respect to misrepresentations or breaches arising under EU aids

OUR KNOW-HOW

  • To do all that is necessary to avoid a trial, but to fight to the end when it becomes inevitable
  • A pragmatic approach to issues
  • A leading role in strategic counseling
  • An excellent knowledge of the arcane mysteries of proceedings and the judicial environment

WHAT THEY SAY ABOUT US ...

  • Legal 500 Paris EMEA 2012 Edition« Michel Ayache, of Ayache, Salama & Associés enjoys a strong reputation. The firm handles post-acquisition disputes, banking and financial deals, as well as white collar crime cases».
  • Décideurs Stratégie Finance Droit – Collection Guide annuaire 2011 : «Ayache, Salama: Discreet but talented. Michel Ayache is the brilliant leader of the firm’s litigation department».

THE PARTNERS :

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TAX

TAX

WHAT WE DO:

  • First-ranking expertise in tax issues related to Private Equity, M&A and group restructurings, resulting from the development and implementation of a large amount of structuring work over the years
  • Without omitting the fundamentals, which are corporate tax advice, advising in connection with tax investigations, tax litigation, risk avoidance and optimization, patrimonial taxation and taxation issues related to the managers
  • An unique expertise of the tax and legal aspects for the whole Sport industry

 

HOW WE DO IT:

  • An experienced team with numerous years of tax practice
  • Experience acquired in large international firms and major corporate groups which offers pragmatic and operational responses to client requirements
  • A team size affording personalized and close counseling
  • Recognized expertise acquired through universities or in private training organizations, the drafting of technical articles in specialized reviews… and put simply: client loyalty

 

OUR FRENCH AND FOREIGN CLIENTS:

  • Major groups, small and medium-sized businesses, family shareholders and managers
  • Listed or unlisted companies, in very varied business sectors, but also Investment funds, banks and private banks
  • Professional Sport clubs, Sport associations and federations, athletes and agents

 

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COMPETITION – DISTRIBUTION – COMMERCIAL CONTRACTS

COMPETITION – DISTRIBUTION – COMMERCIAL CONTRACTS

WHAT WE DO:

  • First-ranking expertise in competition law
  • Specific focus on antitrust (anticompetitive agreements and abuse of dominant position) both at French and EU levels: advising and representing companies for antitrust investigations, actions before competition authorities for plaintiffs or defendants, antitrust audits, trainings and compliance programs…
  • A recognized expertise in merger control: multi-filing analyses, notifications, representation of third parties challenging notified concentrations…
  • Acting before French courts for claimants or defendants in the framework of actions for damages for anticompetitive practices
  • Assistance for the structuring of distribution networks, negotiation and drafting of distribution agreements (exclusive and selective distribution, franchising, agency…) and negotiation and drafting of commercial agreements (conditions of sale and purchase, supply and purchase agreements, partnerships…)

HOW WE DO IT:

  • An experienced team specialized in competition law, distribution law and negotiation of commercial contracts
  • A deep knowledge of the applicable procedures and competent authorities
  • A pragmatic approach tailored to each case
  • An expertise recognized by French and international professional guides

OUR FRENCH AND FOREIGN CLIENTS

  • Major groups but also small and medium size companies, listed or non-listed companies
  • Companies active in various sectors (e.g. media, pharmaceuticals, food industry)

THE PARTNERS :

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EMPLOYMENT

EMPLOYMENT

WHAT WE DO:

  • First-ranking expertise in labour law issues related to M&A and group restructurings,
  • High focus in the assistance of international clients making investment or disvestment in France,
  • Without omitting the fundamental assistance in both individual relations (individual dismissal proceedings, litigation, disciplinary measures, management packages) and collective relations (acquisition audits, collective negotiation, collective redundancy plans).

HOW WE DO IT:

  • An experienced team with numerous years of labour law practice,
  • A team in which each member devotes to both counseling and litigation,
  • A true partner to our clients offering pragmatic and business oriented solutions as part of their ongoing business transactions but also in more complex situations.

OUR FRENCH AND FOREIGN CLIENTS:

  • Major groups, small and medium-sized businesses,
  • Listed or unlisted companies, in very varied business sectors.
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PUBLIC LAW – REGULATORY

PUBLIC LAW – REGULATORY

WHAT WE DO

  • An in-depth knowledge of public contracts: from drafting and negotiating the contracts (public contract, concession, public land and lease agreement), to disputes resolution (precontractual summary procedure, claims concerning the execution stage)
  • Advice in urban planning and development law: structuring contractual arrangement, contentious defence of building permits
  • A recognized practice in adoption of normative texts and obtaining administrative authorization
  • A high level of competence in administrative litigation

HOW

  • In-depth knowledge of the public sphere, its actors, its functioning and its decision-making methods, which permits appropriate advices and interventions
  • User friendly and responsiveness, permanent availability for our clients and the establishment of an interactive and intuitae personal relationship
  • A special appetite for innovative structures notwithstanding prejudices on the complexity of the administrative procedures
  • Recognized expertise through teaching at Sciences Po, participation in juries, writing academic articles and a book on public markets

OUR CLIENTS

  • Public institutions
  • Domestic and foreign companies
  • Semi-public companies
  • Real estate operators and developers

REPRESENTATIVE OPERATIONS

  • Defending a concession contract for a motorway project
  • Negotiation of the recognition of an on going business in the public domain
  • Action for termination of a decree, defence of a PP ruling
  • Pre-contractual referrals and building permit defences

THE PARTNERS : 

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REAL ESTATE

REAL ESTATE

WHAT WE DO

All real estate investment transactions, mainly business transactions: acquisitions, transfers, restructuring of real estate assets and real estate companies, etc.
Within this framework, inter alia:

  • We do legal audits of contracts, in particular leases,
  • We assist our client in the setting up of its real estate financing
  • We negotiate and draft all of the documentation,
  • We handle all pre-trial disputes and litigation arising from these transactions.

- All real estate asset and rental asset management transactions:
Within this framework, inter alia:

  • We negotiate and draft all business rental agreements: commercial leases and commercial lease options, sub-leases, ongoing business leases, etc.
  • We draft and follow-up on terminations and renewals, both amicable and judiciary
  • We introduce and follow-up on litigation pertaining to the performance of commercial leases,
  • We negotiate and draft all transfer agreements: key money, going business, etc..

WHAT WE DON'T DO ... OR DON'T DO ALONE

  • Real estate development transactions,
  • Urban commercial planning transactions
  • Construction related litigation

HOW

  • In a bespoke manner, thanks to our practical knowledge of our clients’ operations and their market constraints
  • Efficiently, thanks to our network of institutional investors, major managers of commercial malls, real estate agents, and mortgage finance banks, etc.
  • Comprehensively, with the help of the firm’s other departments (tax team, M&A team regarding complex corporate issues, etc.)
  • For international projects, we rely on our partners of the Law Exchange International lawyers network, which we are a member of
  • Good-humoredly

OUR CLIENTS

  • Investors, individuals or institutions.
  • National or international store names

OUR KNOW-HOW

  • More than twenty years of market experience
  • In-depth knowledge of the major store names in the personal goods sector
  • A major network of real estate professionals
  • An effective participation in negotiations.

OUR REPRESENTATIVE TRANSACTION

  • Setting up in France of luxury store names such as Jimmy Choo
  • Restructuring of the Omnium group network (transfer of seventeen going businesses Bouchara/Eurodif/Burton…)
  • Transfer of the Uffi real estate network
  • Disposal of the Residence Maxim’s building

THE PARTNERS :

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INSOLVENCY

INSOLVENCY

WHAT WE DO

  • The reorganization of insolvent companies:
    • The diagnostic of the situation and the difficulties of the enterprise
    • Advice as to the appropriate proceedings: amicable and confidential (mandat ad hoc, conciliation) or creditor protection (safeguard, receivership, liquidation)
    • The opening and the follow up of the proceedings, relations with creditor agents, Commercial Courts, the public administration (ciri, ccsf)
    • The negotiation and drafting of conciliation protocols, continuation or safeguard plans
    • The counseling of the creditors of companies in difficulty (drafting of claim filings, appointment of controlling creditors, follow up of proceedings)
    • The counseling of management in the context of a litigation
  • Takeovers of insolvent companies : (Including takeover offers before the Tribunal):
    • The screening for targets
    • The analysis and audit of the transferred operations
    • The negotiation and the drafting of the takeover bids
    • The follow up of the proceedings before the Commercial Courts

WHAT WE DON'T DO ... OR DON'T DO ALONE

  • Financial audits
  • Employee reorganization plans

HOW

  • Our team offers its clients real expertise and its knowledge of the network of creditor agents and of Commercial Courts
  • We offer a financial and legal approach and a responsive and pragmatic service
  • We work interactively with the firm’s other departments, inter alia the tax team
  • For international projects, we rely on our partners of the Law Exchange International lawyers network, which we are a member of

OUR APPROACH

  • We endeavor to make simple and comprehensible that which is otherwise complex and arduous.

OUR CLIENTS

  • French or foreign companies in sundry business sectors as well as investors.

OUR REPRESENTATIVE TRANSACTION

  • Post conciliation transaction for the URBANIA network
  • Takeover of the MONA LISA hotels and residences

THE PARTNERS :

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Employee share incentive and saving schemes

Employee share incentive and saving schemes

WHAT WE DO

  • The reorganization of insolvent companies:
    • The diagnostic of the situation and the difficulties of the enterprise
    • Advice as to the appropriate proceedings: amicable and confidential (mandat ad hoc, conciliation) or creditor protection (safeguard, receivership, liquidation)
    • The opening and the follow up of the proceedings, relations with creditor agents, Commercial Courts, the public administration (ciri, ccsf)
    • The negotiation and drafting of conciliation protocols, continuation or safeguard plans
    • The counseling of the creditors of companies in difficulty (drafting of claim filings, appointment of controlling creditors, follow up of proceedings)
    • The counseling of management in the context of a litigation
  • Takeovers of insolvent companies : (Including takeover offers before the Tribunal):
    • The screening for targets
    • The analysis and audit of the transferred operations
    • The negotiation and the drafting of the takeover bids
    • The follow up of the proceedings before the Commercial Courts

WHAT WE DON'T DO ... OR DON'T DO ALONE

  • Financial audits
  • Employee reorganization plans

HOW

  • Our team offers its clients real expertise and its knowledge of the network of creditor agents and of Commercial Courts
  • We offer a financial and legal approach and a responsive and pragmatic service
  • We work interactively with the firm’s other departments, inter alia the tax team
  • For international projects, we rely on our partners of the Law Exchange International lawyers network, which we are a member of

OUR APPROACH

  • We endeavor to make simple and comprehensible that which is otherwise complex and arduous.

OUR CLIENTS

  • French or foreign companies in sundry business sectors as well as investors.

OUR REPRESENTATIVE TRANSACTION

  • Post conciliation transaction for the URBANIA network
  • Takeover of the MONA LISA hotels and residences
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