A law firm dedicated to mergers and acquisitions,
corporate finance and officer liability

Recently created, our firm relies on our partners’ considerable professional experience with major French and international law firms.

We have decided to pool our knowledge and know-how in order to provide our clients with services at the highest level, while maintaining a thoughtfully customized approach in response to their individual needs and requirements. We have thus decided to operate in a hands-on commando-style mode, with a team focused on each matter, while ensuring that our clients are, at all times, in contact with the same professionals, and minimising the number of organizational rungs.

The French and foreign clients whom we have worked with cover a broad spectrum: credit institutions, investment funds, start-ups, managers, mutual associations, agricultural cooperatives, companies belonging to the veterinary sector, OEMs, brokerage firms, and medium-sized businesses, along with listed companies and multinational industrial groups, all of which have placed their trust in us for many years. In areas such as tax law, employment law, criminal law, competition law and public law, as well as in other main practice areas, our firm makes available, according to the nature of the case concerned, a network of highly qualified and experienced colleagues who are integrated into our teams according to existing needs. However, in such event, we remain our client’s main contact.

Outside of France, our long and rich experience has enabled us to build up a network of experts present in many countries, whether in Europe (in particular the United Kingdom, Germany, Switzerland, Belgium, Luxembourg, Spain and Italy), in the Middle East (Near East and North Africa, UAE and Saudi Arabia), in the Far East (notably Continental China and Hong Kong) and in the Americas (especially Canada and the United States).

Finally, we cover several industries, in which we have developed, by handling the cases entrusted to us, a technical expertise that also reflects our personal interests: agribusiness, aeronautics and defence, on-line music, communication, banking and finance, fin-techs and green-techs, energy and real estate brokerage.

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Partners

Geraud Riom

Géraud Riom, partner of the Firm, is specialised in corporate law (listed and unlisted companies) and officer liability, as well as the Sapin II Law and its consequences.

A member of the Paris Bar Association since 2000, Géraud is a graduate of Paris II (Assas) Law School and the Institut d’Etudes Politiques de Paris (economic and financial section).

He was previously a senior associate with August & Debouzy (1999-2006), a counsel with Brandford-Griffith & Associés (2006-2013), and a partner at Astura (2014-2016).

Géraud Riom has acquired an industry expertise in areas such as cooperatives, the agribusiness and financial industries, and sovereignty issues (such as defence and aeronautics).

Also, he attended, as an auditor, the 68th national session (Defence Policy) of the Institute of Advanced Studies of National Defence (IHEDN), and is a reserve officer.

A private airplane pilot, he is also an enthusiastic marksman and scuba diver.

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Quentin Lagier

Quentin Lagier, partner of the firm, is specialised in corporate law (listed and unlisted companies), capital market operations and corporate financing.

Quentin Lagier, partner of the firm, is specialised in corporate law (listed and unlisted companies), capital market operations and corporate financing.

He is a graduate of Paris II (Assas) Law School, Paris V (René Descartes) Law School, Humboldt University of Berlin (LLM magna cum laude) and HEC / ESCP-EAP where he earned a specialised business law and finance master degree.

After first serving nearly two years as an international work experience volunteer within the Gide law offices in Shanghai (China), Quentin was an associate with Hogan Lovells (2008-2011), Brandford Griffith & Associés (2011-2014), and Astura (2014-2017). 

Quentin has acquired an industry expertise in sectors such as agribusiness, high-tech, and the media.

As an alpinist, he practices backcountry skiing and climbing. He is also very fond of kite surfing, travel and music.

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Our expertise

Corporate law / M&A

Our firm’s lawyers are advising on a broad range of transactions in and outside of France, in connection with external growth projects or investments by French and international players. More specifically, our lawyers regularly support executive officers and shareholders, in particular in relation to the structuring of a company’s governance (shareholders’ agreement, exit of executive officers or shareholders), setting up of employee incentive schemes (entrepreneur’s warrants, bonus shares, etc.), or reinvestment through LBOs or capital raising exercises (management packages, etc.). Such experience covers both unlisted transactions and transactions carried out on French and foreign stock markets.

Representative experience

We cover the various types of transactions below, regarding which we have developed certain forms of technical expertise:

External growth

– Consulting and support services supplied to the majority shareholder of an agribusiness group in connection with the acquisition of an interest by a first investment fund at the end of an LBO transaction (enterprise value in excess of € 600 M), and negotiation of such fund’s exit and the acquisition of an interest by a second investment fund (secondary LBO):

  • creation of acquisition vehicles
  • drafting and negotiation of the investment MoU and shareholder agreements at the level of such vehicles
  • renegotiation of any previous bank and bond financing
  • completion of the various capital increases and issuance of bonds or preference shares necessary for completion and financing of the transaction

– Drafting and negotiation of memorandum of understanding allowing for the creation of partnerships and external growth projects in the defence sector

– Drafting and negotiation of sale agreements and seller’s warranties related to bank client portfolios and sale of the business of banking branches

– Execution of investment MoUs, promises of purchase or sale, agreements with members of the senior management, and management of relationships with market authorities in connection with a take-over bid on the Reykjavik stock exchange in favour of a French cooperative group

– Support to a fin-tech company engaged in the management of online bank accounts, in connection with changes to its share capital and the award of entrepreneur’s warrants (BSPCEs) to certain of its employees, involving in particular:

  • preparation of a debenture loan agreement
  • drafting of the documentation necessary for raising the relevant funds
  • preparation of BSPCE regulations and the documents necessary for their implementation
  • Support in connection with the sale of various interests to foreign industrial operators (European and Asian), drafting and negotiation of sale agreements, seller’s warranties and transition service agreements (in particular IP/IT and sales)

– Negotiation of the prior authorisation required under the regulations on foreign investments in France, in connection with the acquisition of a European pharmaceutical group

  • Vendor due diligence and creation of data rooms (buyer side and seller side)

Governance and manager support

– Overhaul of the governance of a company (creation of a management board and a supervisory board); to that end, amendment of the articles of association and drafting of internal rules of a company belonging to the real estate brokerage sector

– Support to officers of various groups, whether listed or not, in connection with their corporate governance strategy, in order to assist them during LBOs or MBOs affecting their enterprise, and requiring in particular:

  • review and negotiation of management packages
  • defence of the interests of officers and minority shareholders, in particular during the negotiation of the relevant shareholder agreements
  • drafting and negotiation of officer agreements
  • negotiation of leaver clauses

Restructuring 

  • Support to an oil group in connection with the restructuring of its subsidiaries and its delisting in Canada, involving in particular:
  • negotiation of the exit of a minority core shareholder
  • monitoring of the whole of the delisting file with our Canadian partners
  • review of the financing agreements
  • negotiation of financial waivers
  • negotiation of a technological cooperation agreement in Tunisia

– Restructuring of the activities of a UK real estate group in France and negotiations with its main creditors

– Negotiation of the separation of a mutual group from another mutual group within an IT economic interest grouping

Representative experience

Corporate finance – Capital raising

Our firm’s lawyers are involved in major corporate financing transactions. We have thus developed a specific focus in favor of enterprises in their negotiations with banks and their advisors in relation to the financing of their acquisitions or working capital requirements. Also, we have initiated, with financing advisors, a cooperation enabling us to contribute specific additional expertise in connection with negotiations with financial institutions.

We cover the various types of transactions below, regarding which we have developed certain forms of technical expertise:

– Negotiation of senior loan agreements (value ranging between € 40 M and € 1 bn) with syndicated banks and their counsels

– Drafting and negotiation of bond debenture agreements (value ranging between € 5 M and € 60 M) with various bond funds

– Negotiation of senior bank debt term sheets, drafting and negotiation of mezzanine bond debt term sheets

– Review of the intercreditor agreements related to the aforementioned agreements and debt

Representative experience

Officer liability – Sapin II Law

Our firm’s lawyers are involved, at various stages, in officer liability issues: upstream, with the completion of liability audits and the execution of appropriate delegations of authority and indemnity clauses, when officers might be held liable, in order to ensure their overall defense in civil, labor, administrative and criminal matters.

In this respect, our firm’s lawyers provide support services in relation to major ongoing cases. We have built up priority cooperation arrangements with ultra-specialized colleagues capable of working, alongside us, on the best strategy to be applied in each case in essential practice areas such as criminal law and labor law.

We have supported executive officers in connection with breaches and insider trading offences. Also, we are working with executive officers whose conduct is called into question following internal audits.

Furthermore, we act as an independent firm as regards the implementation of the Sapin II Act related in particular to transparency and the suppression of corruption within enterprises concerned by these regulations.

Regarding the recent Sapin II Law, we address more specifically the various types of transactions below, regarding which we have developed certain forms of technical expertise:

– Targeted multidisciplinary audit of interests in high-risk countries, in order to support senior management (inter alia review of signed agreements, screening of local senior management, preparation of a shareholder network mapping, verification of financial channels, determination of the risk level in criminal, regulatory and commercial matters)

– Supply of consulting and advisory services to senior management in order to bring corporate organizations into compliance with the Sapin II Law (in particular in connection with the French Anti-Corruption Agency (AFA))

– Support and defence services to officers facing civil or criminal proceedings

– Setting up of procedures concerning whistleblowers

– Audit of delegations of authorities and procedures for the management of criminal risks

– Drafting and implementation of delegations of authority within groups of companies

Representative experience

Securities law

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We cover the various types of transactions below, regarding which we have developed certain forms of technical expertise:

– Support to a company listed on the Euronext market, in relation to the creation of a core shareholder base, the recruitment of its new executive officers, the organisation of its governance, the defence of its officers as regards AMF investigations and the general monitoring of its obligations, including in particular:

  • structuring of an action in concert
  • creation of executive officer incentive schemes
  • updating of the reference document
  • consulting services in relation to pre-litigation situations with certain shareholders and officers
  • organization of all general meetings
  • support in connection with reports submitted upon crossing of thresholds provided for by law or by the articles of association
  • drafting of internal rules
  • various strategic analyses related to governance and listing (transfer to Euronext Growth)
  • ongoing support to officers in relation to recurring regulatory obligations

– Support to a Euronext-listed technology group in connection with its delisting and the acquisition of an interest by an investment fund, involving in particular:

  • concurrent negotiation of investment term sheets and a shareholder agreement with various major investment funds active on the Paris market
  • review of the incentive schemes and management packages offered to our client in connection with its exit
  • review of the transaction’s structuring and creation of cash-out mechanisms and incentives for executive officers selling their interests
  • issuance of ABSAs (shares coupled with warrants) and other securities giving, over time, access to the capital
  • structuring of the governance of the entities of the group before and after the managerial transition and after delisting of the companies
  • support to the client in relation to the company’s delisting (negotiations with minority shareholders, suspension of the stock option agreements, etc.)
  • Support to a group listed on Euronext Growth and active in the digital sector through acquisition of assets (securities and businesses), the exit of shareholders through off-market transactions, the creation of share buyback and bonus share plans and the organization of ordinary and extraordinary general meetings, involving in particular:
  • the drafting of the bonus share plan and the adoption of the decisions necessary for its implementation
  • the preparation of press releases intended for the market
  • organization of delegations of authority to the chairman of the board of directors
  • organization of the off-market sale of blocks of shares
  • threshold crossing declarations

Support to a foreign fund in connection with its investments in companies listed on French markets (notably on Euronext Growth), involving in particular:

  • the negotiation and execution of a loan agreement of the Euro PP type
  • the negotiation and creation of equity lines and/or lines of bonds convertible into shares coupled with warrants
  • review of the issuance authorizations
  • relationships with the AMF with a view to the implementation of the above transactions

Support to industrial groups in relation to their delisting operations, involving in particular negotiations with minority shareholders in order to ensure legal certainty as regards the thresholds related to public repurchase offers and squeeze-outs

Support to an industrial group in its crowdfunding operations in connection with changes in its capital structure and governance, and changes to its articles of association and shareholder agreement with a view to its IPO

Negotiation and approval of the documentation related to the acquisition of a controlling stake and a simplified takeover bid, and contribution of immovable property assets (drafting of the E form and management of relationships with the AMF)

Representative experience

Contact us

10, rue Théodore de Banville
75017 Paris, France