Private Equity

We assist founders in their plans to open up their company’s capital to a financial investor. This operation can take the form of a minority investment or lead to a change of control with the sale of part of the founder’s stake and a significant reinvestment to guarantee an alignment of interests.
In this type of operation, we offer a comprehensive service to the founders and support them throughout the process of selecting a financial partner in conjunction with the appointed investment bank.
From the negotiation of the non-disclosure agreements to the closing of the transaction, we will be involved in both the M&A aspects of the sale of the founder’s stake and the structuring of his reinvestment alongside the financial investor. Where appropriate, we can also assist the founder in setting up an incentive scheme for the management teams.

We support management teams in the context of change of control transactions, when the Private Equity fund transfers control to another Private Equity fund.

Working alongside our clients from the earliest stages of the change of control transaction, we assist them:

• in the preparation of the transaction: analysis of the current situation, identification of points of attention, whether financial, legal or tax, in the context of the unwinding of the current investment, identification of points of attention in the context of the reinvestment, support in the definition of the various managers involved in the new Management Equity Plan, etc.,
• in the general negotiation strategy,
• in the negotiation and structuring of the reinvestment and Management Equity Plan,
• in the preparation and negotiation of all legal aspects related to the investment of the managers.

We are the management interface in the context of the exchanges with the new controlling financial investor, in order to allow our clients to dedicate themselves to their work while knowing that subjects as important as their investment are handled by specialists.

With a strong financial culture and our longterm experience, we are able to understand the complexity and the issues, both financial and legal, of LBO transactions and provide tailor-made solutions to the various problems and specificities of each transaction.

As part of our support, we are committed to fully understand our clients’ needs and sensitivities, the issues at stake in the transaction and the positions of each party in order to reach an agreement that will be most satisfactory for our clients.

We aim to support our clients throughout the transaction, and not only during the change of controlling shareholder, both in the context of the entry of new managers, particularly on the occasion of build-ups, and the departure from the group of certain invested managers .

Thanks to the combination of our expertise in stock market law and our perfect knowledge of the world of Private Equity, we are able to provide particularly relevant advice to the management of listed companies subject to a takeover by one or more Private Equity funds or other financial investors. This dual expertise allows us to take into account all the constraints of the stock market environment in negotiations with financial investors.

Entry

We usually advise them during their hiring process and negotiate the terms and conditions of their new position (status, fixed and variable remuneration, severance pay, insurance, non-competition clause). We also assist them with the financial, legal and fiscal aspects of their financial investment in the transaction (opinion on the financial proposal made by the financial investor, legal and fiscal analysis of the existing share plan).

Exit

We support CEOs in all situations, and remain personally involved with them even when they leave the company. Our aim is to negotiate their exit under the best possible conditions.

We analyze their financial and contractual rights in order to reach a satisfactory agreement with their financial investor, and if an amicable solution cannot be found, we have the skills and teams to support them in resolving the dispute.

The two main reasons for renegotiating a Management Equity Plan before the exit of the financial investor are (i) changes in the regulations governing the MEP, which require adjustments to the investment structure of the management teams and/or renegotiation of the contractual documentation, and (ii) unexpected underperformance of the project, which requires a realignment of the interests of the management with the financial partner. Sometimes, but this is exceptional, an unexpected overperformance can lead to a renegotiation of the MEP before the financial investor exits to maintain the alignment of interests between management and financial investor.

We support founders and management teams in the event of financial difficulties of their company.
These difficulties most often lead to a comprehensive renegotiation of the relationship between the financial investor and its creditors (mezzanine debt, unitranche debt, banking pool) or even to the takeover of the company by the creditors.
We then intervene in the negotiation of a new waterfall with new financial rights for the benefit of the founders and/or the management teams to incentivize them to turn the company around.
Our mission can also include the assistance of the company and its founder in the opening of alert procedures and business crisis prevention (mandat ad hoc, conciliation), giving the opportunity for our clients to receive a full-service assistance.