and Law of Collective Procedures
We advise and represent a clientele composed of legal entities and individuals in business law and the law of collective procedures, two complementary legal domains.
In BUSINESS LAW, the Firm acts both as advisor and as counsel in litigation.
Thus, for example, as an advisor :
- Creation of companies (drafting of articles of association, implementation of the governance structure – preparation of internal regulations for the board of directors or the oversight board, creation of specialised committees, incentive plans for executives – choosing the best adapted shareholding form : option for subscription or purchase – free shares – collective shareholding – organising the liquidity of the securities allocated, drafting of shareholders’ agreements, publication formalities, etc.).
- Managing the ongoing activity of the company (meetings of the corporate bodies, boards of directors and general meetings, regulated agreements, advice to directors concerning their status and their responsibility, etc.).
- Modification of structures: share capital increases or reductions, mergers, demergers, partial contribution of assets, etc.
- Organisation of relations within a group of companies or between companies : Drafting of various agreements (cash flow management agreements, agreements for provision of services, tax integration, etc.), the implementation of ad hoc structures, the establishment of joint ventures and the appropriate legal organisation, etc.
- Mergers and Acquisitions : at the time of external growth operations, capital investment, as well as in connection with LBOs,
- Financing transactions : fund raising, share capital increases and reductions, issuing transferrable securities, mergers, demergers, partial contribution of assets, dissolution by merging assets and liabilities.
- Transmission or transfer of control;
- Taking a controlling position or creation of joint subsidiaries, etc.
- Reorganisation : plans for continuation or transfer, takeover offers in collective procedures, etc.
- Stock exchange regulations and relations with the AMF (French Financial Markets Authority) (IPOs, public offerings, reference documents, etc.), contracts,
- Foreign establishments (with your or our local correspondents).
In litigation matters :
- Disputes concerning commercial contracts under standard or special law : termination of contracts, contractual liability, failure to execute contracts, objection of non-performance;
- Competition issues : unfair competition (parasitism, confusion, defamation, destabilisation, etc.), abuse of dominant position, abuse of economic dependency, refusal to sell, sectoral agreements, European regulations;
- Disputes between shareholders : defence of minority rights, abuse of minority, abuse of majority, invalidation of the general meeting of shareholders, crisis exits, appointment of ad hoc receivers;
- Employment issues : failure to perform the employment agreement, dismissal, amendment of the employment agreement, failure to comply with internal regulations, management of labour conflicts;
- Commercial leases : termination, renewal, modification of the amount of the commercial rents;
- Crisis and emergency situations : summary provisions, summary proceedings before the president of the court, appointment of an ad hoc receiver, injunctions to pay, court petitions, payment periods.
- Recovery and Means of Execution : undertaking a protective garnishment, allocation, transferrable assets, real property, etc. Challenges to the means of execution before the enforcement judge (invalidation of the garnishment, release of seizure, etc.)
- Real estate law : invalidation of a real estate sale, termination of residential leases, procedures for interpretation of leases, challenging general meetings of co-owners, abuse of majority, abuse of minority, invalidation of the co-ownership regulations, challenging co-ownership charges.
- Industrial property : actions for infringement, forced transfer of a trademark or domain name;
- White-collar criminal law : abuse of corporate assets, embezzlement, extortion of funds, forgery, regulation of public contracts.
In the LAW ON COLLECTIVE PROCEDURES, the Firm acts principally in the interest of the creditors, but it does also assist debtors or potential buyers.
Thus, in a recent matter (which is still in progress), the Firm assisted no less than 1,500 creditors who had invested nearly 230 million euros in a hotel group and which is now in a collective procedure.
Exemples of issues recently adressed by the Firm :
Contentieux des loyers (impayés, loyers renouvelés…)
Négociation sur le renouvellement de baux,
Recherche de nouvel exploitant ou de solution
de « reconversion » des établissements,
Prise en charge de désordres constructifs,
Prise en charge de problématiques de copropriété,
Assistance dans le cadre de la procédure de
redressement/liquidation judiciaire de l’exploitant,
négociations avec les candidats repreneurs,
Procédures en indemnisation du préjudice subi
par les copropriétaires du fait des agissements
des différents intervenants à l’opération
(promoteurs-vendeurs/conseiller en gestion de