Romain Picard

Lawyer at the Paris Bar

Romain Picard, lawyer specializing in mergers and acquisitions and corporate law

Romain Picard is a mergers and acquisitions (M&A) lawyer in Paris, admitted to the Paris and New York State bars (USA). A partner at ARST Avocats and head of its Casablanca (Morocco) office, he has developed extensive experience in mergers and acquisitions (M&A) and corporate law, both nationally and internationally.

Mergers and Acquisitions (M&A) lawyer Romain Picard advises large corporations, industrial groups, SMEs, investors, executives, and partners in high-stakes sectors (pharmaceuticals and healthcare, hospitality and luxury goods, food and beverage, media and communications) on their strategic external growth operations as well as their internal restructurings. His expertise in sensitive or regulated sectors is particularly valuable in transactions requiring administrative approval or raising issues related to foreign investment control in France.

It intervenes in the entire transaction process, from the identification of targets, the first talks (letter of intent), the definition of the structure of the operation, and the carrying out of audits, to the negotiation of contractual documentation, the signing, the closing and the monitoring of its effects (post-closing formalities, implementation of asset and liability guarantees).

His dual qualifications in France and New York enable him to manage cross-border cases to the standards expected by both Anglo-Saxon investors and French groups, and to bring together, under a single point of contact, the lawyers involved in each country and each area of ​​law. During his previous experience in leading national and international law firms (Clyde & Co, Franklin, Dentons), he acquired the skills necessary to execute the most complex transactions: working in English, meeting tight deadlines, and communicating directly with the executives and investors who make the decisions.

At ARST Avocats, he leads and coordinates the teams involved in mergers and acquisitions (M&A) transactions. Depending on the needs of the case, these teams may include lawyers specializing in corporate law, tax law, employment law, intellectual property, real estate, contracts, regulations, or insolvency law.

In charge of the Casablanca (Morocco) office, he answers daily questions from the legal departments of international groups on their local activities, as well as supporting French and international investors and industrialists in their external growth projects or development relays in Morocco.

 

National and international mergers and acquisitions (M&A)

Buyer, seller, investor or manager: Romain Picard is involved from the preparation of the operation to its completion, with the same requirement for timelines and legal security.

He is particularly involved in the following areas:

• acquisitions and disposals of companies (external growth, strategic divestment, competitive buying/selling process or bilateral negotiations);
• strategic equity investments and acquisitions (minority investment, acquisition of a controlling stake, etc.);
• sales of business units or assets;
• merger and contribution operations;
• joint ventures and strategic partnerships;
• private equity transactions;
• fundraising and issuance of employee and executive incentive securities (BSPCE, free shares, stock options);
• group reorganization and restructuring operations;
• management buy-out or business transfer operations; and

of the filing, monitoring and obtaining of prior authorizations in matters of control of foreign investments in France. His mergers and acquisitions (M&A) practice covers both national operations and international or cross-border transactions, both for foreign investors in France (inbound) and for French players seeking to develop internationally (outbound).

He works with companies of all sizes, from family-owned SMEs and entrepreneurs to French and international industrial groups. He tailors the process format, the level of documentation, and the negotiation strategy accordingly: a streamlined and pragmatic approach for a family-owned SME, a comprehensive and standardized approach for an international group or investment fund.

Legal audits and preparation of mergers and acquisitions (M&A) transactions

The due diligence process determines the price, the guarantees obtained, and sometimes even the decision to invest itself. Romain Picard organizes and conducts legal due diligence prior to acquisitions, disposals, investments, and reorganizations.

He manages, coordinates and supervises all of ARST Avocats' expert teams to cover all risks of the investment or acquisition target, and ensures the client receives a concise summary of conclusions on key topics:

• the legal and capital structure of the company;
• the articles of association and shareholders' agreements;
• governance and social decisions;
• significant commercial contracts;
• financing and guarantees;
• administrative and regulatory authorizations;
• real estate assets;
• intellectual property rights;
• the protection of personal data and compliance with the GDPR;
• ongoing or potential disputes;
• social and labor law risks, both in terms of individual and collective relations; and
• tax structuring and compliance, as well as tax risk and litigation management.

It identifies risks that could affect the feasibility, valuation, or structuring of the transaction. The audit results then allow for adjustments to the conditions precedent, general or specific representations and warranties of the asset and liability guarantee, as well as the legal structuring mechanisms of the sale price (locked-box, price adjustment, earn-out payment).

Negotiation and transactional documentation of mergers and acquisitions (M&A) operations

Romain Picard prepares, structures, negotiates and revises all the documentation necessary for the execution of mergers and acquisitions (M&A) operations.

He is particularly involved in:

• confidentiality agreements, either standard or adapted to the competitive constraints of sensitive sectors (clean team agreements);
• letters of commitment from financial intermediaries and investment banks;
• letters of intent and indicative offers;
• investment protocols;
• promises to transfer;
• contracts for the acquisition or transfer of securities;
• contracts for the transfer of assets or businesses;
• asset and liability guarantees and escrow agreements;
• shareholder agreements;
• management or support contracts;
• Transition services agreements and post-closing support agreements; and
• the documents relating to the execution of the operation.

It pays particular attention to the mechanisms for determining and adjusting the price, the conditions precedent, the declarations and guarantees, the procedures for implementing compensation in the event of a breach of the asset and liability guarantee, as well as the procedures for settling disputes.

His method: to translate the economic agreement into clauses that reflect the execution and operational realities of the parties, and to only open discussions on points that genuinely alter the balance of the deal. His objective is a swift, efficient negotiation that protects the client's key interests, taking into account the specific characteristics of the investment or acquisition target.

Cross-border operations and international coordination

A significant portion of Romain Picard's cases have an international dimension: several jurisdictions, several applicable laws, several teams to coordinate.

It accompanies:

• foreign groups investing or divesting in France;
• French companies in their investment operations abroad;
• international groups reorganizing their local subsidiaries in France; and
• parties to transactions whose assets, teams or activities are spread across multiple countries.

It relies on Aliant Law, an international network of leading independent law firms, which makes it possible to assemble, for each operation, a team adapted to the countries and skills involved.

Romain Picard then ensured coordination between the different councils, the definition of the schedule, the centralization of audits, the identification of local regulatory conditions and the harmonization of transactional documentation.

The client thus retains a single point of contact, who is familiar with the overall economics of the case, arbitrates between local counsel and prevents each jurisdiction from renegotiating its own version of the transaction.

Control of foreign investments in France

In a strategic sector, authorization under foreign investment control determines the feasibility and timing of the acquisition. Romain Picard has made this a core practice.

He advises foreign investors who are considering acquiring or taking a stake in a French company engaged in a sensitive or strategic activity, particularly in the defense, aerospace, health, technology, infrastructure or security sectors.

His intervention includes, in particular:

• the analysis of the operation's eligibility for the control mechanism;
• the identification of the ultimate investor and the chain of custody, as well as obtaining all the appropriate supporting documentation;
• examination of the target company's business sector;
• the preparation and filing of applications for preliminary review of activities on behalf of the target company;
• the preparation and filing of applications for prior authorization of foreign investment in France on behalf of any foreign investor;
• exchanges with the Ministry of Economy and Finance and coordination of responses to additional questions from the relevant State services;
• the integration of prior authorization for foreign investment in France into the conditions precedent of the transaction; and
• the analysis and negotiation of any commitments attached to the authorization.

It links this regulatory procedure with the timetable and documentation of the mergers and acquisitions (M&A) operation in order to secure its completion.

Corporate law, governance and internal restructuring

Romain Picard also advises companies, groups, managers and partners on their corporate law decisions, both routine and exceptional: between two transactions, it is in the structure that value is prepared.

He is particularly involved in:

• the formation of companies and groups;
• the structuring of relationships between partners;
• drafting and negotiating shareholder agreements;
• the organization of governance;
• capital increases and reductions;
• the issuance of securities, whether used to finance an external growth or acquisition operation, to welcome a new investor in the capital or to associate managers and employees with value creation (BSPCE, free shares, stock options);
• operations involving contributions, mergers (national or cross-border) or universal transfers of assets;
• internal restructurings and reorganizations;
• intragroup transactions;
• changes in leadership;
• disputes concerning the application of a pact or governance.

It assists groups in simplifying their structures, grouping activities, creating subsidiaries for operational branches and preparing the legal aspects of their external growth or divestiture projects.

Wealth management advice for entrepreneurs

For an entrepreneur, selling their business is also a wealth management operation. Romain Picard assists them with the structuring, ownership, and transfer of their business assets, both before and after the transaction.

This activity may involve:

• the structuring of holding companies;
• the organization of shareholdings;
• preparing for the sale of a company;
• the reinvestment of the proceeds from the sale;
• the family transfer of the business;
• the organization of relations between members of a shareholder family;
• the legal preparation of a wealth management transaction.

He intervenes in coordination with the client's tax advisors, notaries, accountants and wealth managers.

Commercial contracts and strategic partnerships

Romain Picard's transactional practice extends to the negotiation, drafting and revision of commercial contracts, which account for the bulk of turnover and a good part of the value retained by a buyer.

He assists his clients in the implementation of:

• supply or procurement contracts;
• service contracts;
• partnership, cooperation, development or research contracts, including joint venture agreements;
• distribution contracts;
• licensing agreements;
• intra-group agreements;
• of contracts ancillary to an acquisition or disposal transaction.

He also conducts audits of contractual portfolios to secure key contracts prior to a transaction: identifying disproportionate liability or guarantee commitments, then addressing clauses likely to block or increase the cost of the transaction—such as clauses related to a change of control or modification of the target company's legal structure in share transfers, and clauses related to assignment or approval in asset transfers. He then manages the renegotiations, waiver requests, and harmonizations necessary to ensure that the value of the contracts is preserved after the transaction is completed.

Development of ARST Avocats' activities in Morocco

Romain Picard manages the Casablanca office and the development of ARST Avocats' activities in Morocco (Maroc Office Arst).

He serves as the point of contact for French and international companies in Morocco, from structuring their establishment or acquisition to the day-to-day management of their business law issues (contracts, governance, labor relations, local regulations). He also assists Moroccan companies wishing to carry out operations in France or another country.

His intervention may focus on:

• the definition of the implementation structure and its financing, including the procedures and declarations required under exchange regulations (Exchange Office) to guarantee the convertibility of the investment;
• the formation or acquisition of a Moroccan company;
• the negotiation of commercial contracts and partnership agreements (including joint ventures);
• the performance of legal audits;
• the coordination of French, Moroccan and international councils;
• the organization of relations between the parent company and its subsidiary.

Clients thus have a team in Paris and Casablanca to manage their projects on both sides of the Mediterranean.

 

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