Corporate Mergers and Acquisitions Assets

The Corporate, Mergers and Acquisitions and Assets department is at the heart of Carler’s business. It brings together six senior lawyers specialising in company law, corporate and personal taxation, property law and contract law. This department also works in tandem with the employment law department, which has 8 senior lawyers.

The department’s lawyers always play a strategic role prior to any proceedings, with a deep understanding of financial issues.

The firm’s experience has enabled it to develop nationally and internationally recognized expertise in the following areas:

  • Legal, fiscal and employment capital strategy
  • Organizational optimization
  • Redesigning legal organization charts
  • Optimizing business income capital
  • Fiscal and legal optimization of transfers
  • Optimization of employment systems

Mergers and Acquisitions

Mergers and similar transactions:

  • Preparation for sale: seller due diligence and disclosures, preparatory restructuring
  • Restructuring: legal and fiscal optimization of organizations, entrepreneurial and asset-based approach, post-acquisition restructuring
  • Tax litigation in mergers: abuse of process, irregular management actions
  • Transnational transactions: European companies, tax treaties, headquarters, law and taxation of foreign holdings, transnational mergers

Acquisitions:

  • Strategic prerequisites: pertinence of legal and fiscal scope, time-related opportunities under tax law, acquisition procedures (mutual agreements, tendering etc.)
  • Legal, fiscal and social due diligence: reporting, quantification, adjustments
  • Negotiation and preparation of letters of intent and terms sheets
  • Acquisition tactics: exclusivity, suspensive and prior due diligence, earn-out, support
  • Pre-closing: sales documentation, guarantees, covenants
  • Closing: lifting of conditions, incorporation, finalization

Turn-around situations:

  • Pre-requisites: analysis of the situation
  • Solutions: independent receiver, conciliation, back-up planning, recovery
  • Takeover bids: preparation, scope, form and content
  • Management of bid submissions and higher bids
  • Rollover funds

Investment Funds:

  • The need for a fund
  • Pertinence of alternative solutions
  • Shareholders’ agreements (dilution/accretion mechanisms, good leaver/bad leaver, mandatory divestment and timelines, governance etc.).

Tax and employment capital optimization

Tax and employment capital planning strategies:

  • Property and business: SCI property companies, temporary usufruct, separation, refinancing via lease-purchasing arrangement, income tax and company taxation
  • Family and business: owner buy-out, family covenants, shareholders’ agreements, exchanges, giving, estate division etc.
  • Retirement and business: superannuation, company pension schemes etc.
  • Preparation for handover: tax optimization by donation/sale, by transfer/sale etc.

Optimization of group structures and revenue/Redesign of legal organization charts:

  • Fiscal integration and parent company regimes
  • Company pension schemes and holding company structures
  • Tax on French and European holdings
  • Optimization of group revenue