Practice areas

Corporate law

The firm advises and defends its clients in the following corporate law fields:

  • long term financing operations: mergers & acquisitions, private equity, secondary offerings to executives or key employees of capital growth funds (assignment of securities, issuing stock options, ECB, free shares, equity warranties, etc.) and related agreements;
  • negotiating shareholder agreements;
  • Restructuring (establishing holding firms, transfer of shares between shareholders, capital distribution or consolidation, etc.);
  • establishment of companies;
  • defining legal, fiscal and social status of executives;
  • legal and fiscal optimisation of equity of founders or shareholders of capital growth funds (establishing family holdings, etc.)
  • negotiating, drafting or terminating employment contracts;
  • shareholder issues and disputes (defending the rights of majority or minority shareholders);
  • etc.

The firm has gained particular expertise in matters pertaining to:

  • advising and defending founders/majority shareholders of capital growth funds in the event of secondary offerings to investors, industrialists, management or key employees;
  • advising and defending minority shareholders with regard to freedom of information, evaluating their shares (audit), negotiating and implementing exit operations under the most favourable terms, etc.;
  • resolving shareholder disputes under amicable terms or through legal means: minority audits, contesting irregular and/or abusive labour decisions, etc.

 

Sample cases:

  • Long term financing operations:

    • advising the founders of a computer services group when one of the directors acquired a 20% stake in it: analysing possible operating methods, negotiating a shareholders’ agreement and implementing the operation;
    • advising the founders of a company in connection with a secondary offering to a commercial partner: analysing possible operating options and fixing the terms of the offering;
    • advising a minority shareholder of a computer services group in connection with the sale of 13% of its share capital;
    • advising a service provider group in connection with its buyback programme of minority stakes;
    • fund raising operation in the high technology sector;
    • etc.
  • Acquisition and investment litigation:

    • defending the seller of a company’s shares in connection with bids to cancel the sale;
    • defending the buyer of a business in connection with premature termination of talks;
    • defending a company that had ended negotiations right before the signing of a partnership agreement;
    • implementing a representations and warranties clause;
    • etc.
  • Shareholder disputes:

    • advising a minority shareholder of a pharmaceutical company in the event of a conflict involving the minority shareholder’s right to attend meetings, which was resolved through an amicable agreement;
    • advising the minority shareholder of an information technology group specialising in electronic chips in connection with a dispute over his right to information which was resolved through legal means;
    • advising the minority shareholder of an Internet software distribution group in the event of the acquisition of the group by a third party, in order to get the majority shareholder to simultaneously negotiate the sale of the minority shareholder’s securities under the same conditions, in the absence of the tag along in the shareholders’ agreement;
    • optimising exit conditions of a minority shareholder of a technological company through negotiations: sale of the shares at a price 7 times higher than their buying price;
    • obtained the sale of shares of a minority shareholder of an information technology group through legal means: sale of shares at a price 3.5 times higher than the initial offer proposed by the majority shareholders;
    • etc.
  • Amicable or legal audits:

    • legal audit of the unlisted securities of a company;
    • legal audit and distribution of income from the financial and industrial assets to various beneficiaries;
    • etc.

These are only a sample of the types of cases we handle.

ALYANAKIAN AVOCATS - 3 avenue MOZART - 75 016 PARIS - FRANCE | Tel : +33 (0)1 45 25 45 78 | Fax : +33 (0)1 45 25 63 90