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 lawyer admitted to the Paris Bar and practice in the State of New York. A partner at ARST Avocats, he has developed extensive expertise in corporate law, corporate M&A, and national and international transactions.

As a mergers and acquisitions lawyer, he assists large companies, industrial groups, SMEs, investors, managers and partners in their strategic operations of growth, reorganization, acquisition or disposal.

He is involved in the entire transaction process, from defining the structure of the operation and conducting due diligence to negotiating contractual documentation, executing the transaction, and monitoring its consequences. His dual French and American legal background allows him to effectively handle cross-border cases and coordinate teams of lawyers practicing in multiple countries and areas of law.

National and international mergers and acquisitions

Romain Picard advises buyers, sellers, investors and managers in the preparation, negotiation and execution of their mergers and acquisitions transactions.

He is particularly involved in the following areas:

• acquisitions and disposals of companies;
• acquisitions and disposals of shareholdings;
• external growth operations;
• sales of business units or assets;
• merger and contribution operations;
• joint ventures and strategic partnerships;
• private equity transactions;
• majority or minority shareholdings;
• group reorganization and restructuring operations;
• management buy-out or business transfer operations;
• investments made by foreign groups in France;
• investments by French companies abroad.

His mergers and acquisitions law practice covers both domestic and international or cross-border transactions.

He works with companies of all sizes, from family-run SMEs and entrepreneurs to French and international industrial groups. This diversity allows him to adapt the organization of the operation, the documentation, and the negotiation methods to the resources, objectives, and culture of each client.

Legal audits and preparation of operations

Mergers and acquisitions lawyer involved in the entire transaction process, Romain Picard organizes and conducts legal audits prior to acquisitions, disposals, investments and reorganizations.

His intervention may focus on:

• 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 authorizations;
• real estate assets;
• intellectual property rights;
• ongoing or potential disputes;
• off-balance sheet commitments;
• regulatory compliance;
• social, fiscal or environmental risks, in coordination with the relevant lawyers.

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, representations and warranties, asset and liability guarantees, and price adjustment mechanisms.

In the most complex operations, he coordinates the work of the various specialized teams and ensures the summary presentation of the conclusions to the client.

Negotiation and documentation of M&A transactions

Romain Picard prepares, negotiates and reviews all the documentation necessary for the execution of corporate M&A transactions.

He is particularly involved in:

• confidentiality agreements;
• 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;
• the seller's statements and warranties;
• shareholder agreements;
• governance agreements;
• guarantee or escrow agreements;
• management or support contracts;
• the transitional agreements;
• 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 guarantees, the limitations of liability and the methods of settling disputes.

His approach consists of translating the client's economic objectives into coherent, operational legal documentation adapted to the distribution of risks negotiated between the parties.

Cross-border operations and international coordination

Admitted to the Paris and New York bars, Romain Picard regularly intervenes in transactions with an international dimension.

It accompanies:

• foreign groups investing or making an acquisition in France;
• French companies in their operations abroad;
• international groups reorganizing their subsidiaries;
• investors involved in transactions governed by multiple laws;
• parties to transactions whose assets, teams or activities are spread across multiple countries.

It relies on a network of foreign firms and lawyers 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.

This management capability allows the client to have a main point of contact who understands the overall economics of the operation and ensures the consistency of the interventions carried out in each jurisdiction.

Control of foreign investments in France

Romain Picard has a particular expertise in controlling foreign investments in France.

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 control;
• examination of the target company's business sector;
• the preparation of applications for preliminary review;
• the preparation and filing of applications for authorization;
• exchanges with the relevant authorities;
• the integration of the authorization into the conditions precedent of the operation;
• the analysis and negotiation of any commitments attached to the authorization.

He coordinates this regulatory procedure with the timeline and documentation of the M&A transaction in order to secure its completion.

Corporate law, governance and internal restructuring

Romain Picard also advises companies, groups, managers and partners in their routine or exceptional corporate law operations.

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;
• securities issuances;
• operations involving contributions, mergers 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 growth or divestiture projects.

Commercial contracts and strategic partnerships

Romain Picard's transactional practice extends to the negotiation, drafting and revision of commercial contracts.

He assists his clients in the implementation of:

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

It can also conduct audits of contractual portfolios, identify risks associated with existing contracts and propose their revision or harmonization.

Development of ARST Avocats' activities in Morocco

Romain Picard is in charge of developing the Casablanca office and the activities of ARST Avocats in Morocco.

It assists French and international companies with their projects involving establishment, investment, acquisition, or disposal in Morocco. It also advises Moroccan companies wishing to carry out operations in France or another country.

His intervention may focus on:

• the definition of the implementation structure;
• the formation or acquisition of a company;
• the establishment of a joint venture;
• the acquisition or sale of a Moroccan company;
• the negotiation of local partnerships;
• the performance of legal audits;
• the preparation of transactional documentation;
• the coordination of French, Moroccan and international councils;
• the organization of relations between the parent company and its subsidiary.

This activity is part of the firm's international development and its ability to support companies on both sides of the Mediterranean.

Areas of intervention

Romain Picard works primarily with companies active in the following sectors:

• pharmaceutical and health;
• aerospace and defense;
• agri-food;
• media and communication;
• new technologies;
• industry and business services;
• distribution and trade;
• real estate and construction.

His knowledge of sensitive or regulated sectors is particularly useful in operations requiring administrative authorization or raising issues of foreign investment control.

Experience gained in international firms

Before joining ARST Avocats, Romain Picard worked in leading French and international law firms, including Clyde & Co, Franklin and Dentons. His mergers and acquisitions practice allows him to manage transactions involving multiple jurisdictions and specialized teams simultaneously.

This experience has enabled him to develop a demanding practice in complex transactional operations and to work in international environments with groups, investors and executives facing strategic challenges.

At ARST Avocats, he leads and coordinates the teams mobilized on M&A operations. 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 companies in difficulty.

Romain Picard's career path and his arrival at ARST Avocats were also featured by Le Monde du Droit

Wealth management advice for entrepreneurs

Romain Picard also assists entrepreneurs in structuring, holding and transferring their professional assets.

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.

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