Corporate structures and finance

Our corporate and finance practice features the following areas of expertise :

Corporate entities and incorporation :

  • Civil law corporations
  • Common law corporations
  • Corporate groups, holding companies
  • Special purpose vehicles
  • Partnerships, joint ventures and consortia
  • Non-profit entities, other entities and vehicles

Corporate groups :

  • Holding companies
  • Subsidiary companies, branch establishments, international organization structures
  • Intra-group transactions, transfer pricing
  • Intra-group financing, loans and cash pooling
  • Taxation of corporate groups
  • International tax law, tax treaties, tax ruling systems

Stock acquisitions, equity investments :

  • Share purchase agreements (SPA)
  • Publicly-traded companies, controlling interests
  • Defensive devices : prior approval clauses, pre-emption rights and options, non-transferability provisions
  • Carrying agreements, representation, lease of shares
  • Due diligence processes, pre-contractual audits
  • Guarantees and indemnities

Corporate restructuring :

  • Mergers and strategic reorganizations
  • Divisive reorganizations, splits and spinoffs
  • Capital reductions
  • Financial difficulty : equity and debt restructuring
  • Insolvency proceedings
  • Dissolution and termination of corporations
  • Taxation, capital gains

Profits :

  • Profit appropriation
  • Profit sharing, dividends
  • Preference shares
  • Employee profit sharing and incentive schemes
  • Profit and dividend taxation

Shareholders and quotaholders :

  • Capital contributions (inc. dismemberments of ownership, usufruct)
  • Preferred equity, preference shares
  • Registered shares, bearer shares
  • Individual and collective rights, powers and duties
  • Related party agreements
  • Shareholders' withdrawal and exclusion

General Meetings and resolutions :

  • General Meetings, deliberations and resolutions
  • Shareholders’ alliances
  • Protection of minority shareholders
  • Shareholder oppression (majority, minority)

Governing bodies :

  • Managing directors, election, plurality of offices
  • Remuneration (inc. stock options, incentives)
  • Powers and duties
  • Related party agreements
  • Revocation and liability

Audit and supervision :

  • Supervisory boards
  • Auditors
  • Employee representation
  • Corporate books and documents, annual accounts

Corporate finance :

  • Capital increase, issuance of shares, equity warrants
  • Bonds, convertible bonds and options
  • Shareholders' loans

Credit and structured finance :

  • Bilateral and syndicated loans
  • Structured finance, subordination of debt
  • Leveraged buyouts
  • Guarantees and sureties
  • Derivatives, options, rate agreements
  • Securitization and collateralization of assets
  • Factoring, receivable discounting