Corporate Law – Mergers and Acquisitions

Are you looking for a corporate lawyer to create, develop, reorganize or transfer your business? ARST Avocats supports companies, their directors, partners and shareholders in all their legal operations, from the formation of the structure to its sale.

Our team of corporate lawyers handles both day-to-day legal monitoring and legal secretarial work, as well as complex operations such as Corporate M&A, external growth, restructuring and balance sheet restructuring.

The intervention of a corporate lawyer makes it possible to anticipate legal risks, secure relationships between partners and organize each stage of the life of the company.

We advise entrepreneurs, start-ups, liberal professions, SMEs, mid-sized companies, groups of companies, investors and investment funds, taking into account their operational, financial, tax and wealth management objectives.

Corporate lawyer: legal creation and structuring

The choice of legal form and the organization of relations between partners are key steps in the creation or development of a business.

ARST Avocats assists its clients in defining and implementing the legal structure best suited to their business and projects:

• choice of legal form: SAS, SASU, SARL, EURL, SA, civil society, SCI, holding company or professional practice company;
• company formation and completion of registration formalities;
• drafting and adapting the statutes;
• definition of governance and decision-making rules;
• distribution of capital and organization of voting rights;
• creation of holding companies and structuring of groups of companies;
• drafting of partnership agreements or shareholder agreements;
• organization of exit rights, pre-emption clauses, approval clauses, inalienability clauses, joint or forced exit clauses;
• establishment of joint ventures and joint companies;
• legal structuring of entrepreneurial, professional or family projects.

Our intervention helps to anticipate governance difficulties, secure relationships between partners and adapt the legal organization to the prospects for financing, development or transfer of the company.

We carry out the formalities for the incorporation, modification and cessation of activity with the Single Window for Business Formalities, now operated by the National Institute of Industrial Property.

Corporate lawyers: legal secretarial services and corporate governance

ARST Avocats provides day-to-day legal secretarial services for companies and groups, as well as monitoring their legal and regulatory obligations.

Our services include, in particular:

• prepare ordinary and extraordinary general meetings;
• to organise the annual approval of the accounts and the allocation of the result;
• drafting minutes, reports, collective decisions and written consultations;
• to ensure the maintenance and updating of legal registers;
• to proceed with changes in directors or corporate officers;
• transfer the registered office or change the purpose, name, duration or closing date of the company;
• update the statutes and complete the formalities with the one-stop shop, the trade and companies register and the competent bodies;
• establish and monitor regulated agreements;
• proceed to make declarations relating to beneficial owners;
• regularize a legal situation or reconstitute the social documentation of a company;
• to support the dissolution, amicable liquidation and deregistration of a company.

This monitoring can be provided on an ad hoc basis or as part of ongoing legal support, in coordination with the managers, legal departments, accountants, auditors and other advisors of the company.

Governance, partners and executives

Our team advises companies, their partners and their managers on the organization and operation of governance.

We support them in defining the powers of corporate bodies, the distribution of responsibilities, and the securing of decision-making processes:

• appointment, renewal and dismissal of leaders;
• definition of powers, delegations and limitations of powers;
• organization of boards of directors, supervisory boards and strategic committees;
• remuneration and legal status of corporate officers;
• prevention of conflicts of interest;
• agreements concluded between the company, its directors and its partners;
• information and control rights of partners or shareholders;
• entry, withdrawal or exclusion of a partner;
• negotiation of separation protocols between partners;
• civil liability of directors and corporate officers;
• prevention and treatment of governance blockages and conflicts between partners.

ARST Avocats provides advice, pre-litigation services and, when necessary, litigation relating to the operation of companies, the validity of corporate decisions, the rights of partners or the liability of directors.

Capital and balance sheet operations

We support companies in the preparation and execution of their share capital transactions and their balance sheet restructuring operations.

Our intervention covers, in particular:

• capital increases and reductions;
• contributions in cash, in kind or in industry;
• contributions of securities and contribution-sale transactions;
• incorporation of reserves or current accounts;
• issuance of preferred shares;
• issuance of bonds and securities giving access to capital;
• convertible bonds, share warrants and dilutive instruments;
• recapitalization operations;
• fundraising and equity investments;
• entry of majority or minority investors;
• shareholding restructuring;
• profit-sharing plans for managers and employees;
• implementation of management package mechanisms;
• securities buyback or cancellation transactions.

We handle the drafting and negotiation of all necessary legal documentation, from the initial discussions with investors to the final completion of the transaction.

Legal restructurings and group organization

ARST Avocats advises companies and groups in their reorganization, simplification or legal transformation operations.

We are involved in particular in the following areas:

• corporate transformations;
• mergers, divisions and partial asset contributions;
• universal transmissions of heritage;
• subsidiary creation or grouping of activities;
• creation, acquisition or disposal of subsidiaries;
• reorganization of groups of companies;
• restructuring of shareholdings;
• reorganization or separation of business lines;
• carve-out operations;
• creation or reorganization of holding companies;
• dissolution and amicable liquidation of companies;
• organization of flows and intra-group relations.

We also draft and secure intra-group agreements: cash management agreements, service agreements, management fees, staff secondment agreements, current account agreements, trademark licenses and tax consolidation agreements.

These operations are conducted in coordination with the tax advisors, accountants, auditors, contribution auditors, merger auditors and relevant financial institutions.

Corporate M&A: Acquisitions and disposals of companies

Our team assists buyers, sellers, investors, shareholders and groups of companies in their mergers and acquisitions and business transfer transactions.

We are involved at every stage of an M&A transaction:

• definition of the legal structure of the operation;
• drafting and negotiating confidentiality agreements;
• letters of intent, indicative offers and exclusivity protocols;
• legal audits of acquisition or disposal;
• identification and treatment of legal risks;
• transfer or acquisition of company shares;
• sale or acquisition of businesses, branches of activity or assets;
• majority or minority shareholdings;
• external growth operations;
• mergers and acquisitions;
• LBO, MBO, OBO or growth capital transactions;
• drafting and negotiation of transfer contracts;
• asset and liability guarantees;
• guarantee agreements, escrow and price adjustment;
• organization of signing and closing;
• fulfillment of the suspensive conditions;
• post-acquisition support and follow-up on post-closing commitments.

We also assist in the acquisition of distressed companies, in coordination with our Restructuring team. When the transaction involves issues related to employees, contracts, trademarks, or real estate assets, we also mobilize our teams specializing in employment law, commercial law , and intellectual property.

A comprehensive approach to corporate law

Because a corporate law operation cannot be considered in isolation, ARST Avocats mobilizes the firm's various skills in order to provide a coordinated response to the legal, financial and operational challenges of each case.

Our knowledge of how businesses operate allows us to support their leaders at every stage: creation, financing, development, external growth, reorganization, transfer, separation of partners or cessation of activity.

Are you looking for a corporate lawyer to create a company, organize a group, raise funds, acquire or sell a business, restructure your capital, or secure your governance? The Corporate Law – Mergers & Acquisitions team at ARST Avocats is available to analyze your project and define a tailored support plan.