We assist companies, managers, and shareholders in the management of their projects and activities and provide legal services on a complete range of operations
Corporate law
GENERAL CORPORATE OPERATIONS
- Creation and registration of companies: advising on the choice of corporate form and on corporate governance solutions, drafting of articles of association and shareholders agreements tailored to the specificities of the projects
- Advising on directors’ and officers’ corporate mandates and management services contracts, assistance in the definition and implementation of delegations of authority and POAs
- Assistance in preparing and holding general meetings: share capital increase/reduction, approval of annual accounts, dividends distributions, appointment or dismissal of directors, etc.
- Structuring and implementing management packages and executives or employees’ incentives: stock options, free shares, preference shares, bonus plans, etc.
- Assistance with the amendments of the articles of association, corporate form transformation, dissolution, amicable or judicial winding-up, various legal formalities
GROUP STRUCTURING AND MANAGEMENT
- Structuring and implementing group of companies: merger operations, contribution in kind, partial contribution of assets, spin-off, voluntary dissolution, creation of subsidiary, etc.
- Assistance with group management: drafting and implementation of various intra-group agreements (delegation of powers, current account agreement, cash pooling, management agreement, staff provision agreement, etc.)
CAPITAL MARKET
Billand & Messié provides legal assistance to listed companies, their majority or minority shareholders as well as their senior management teams, on market regulation issues and transactions, including compliance with mandatory listing rules, corporate governance, and best practices rules. The firm also represents clients during tender offers and is involved in structuring transactions and drafting offering documentation.
Market Regulation & Stock Exchange Transactions
- Compliance and implementation of market information obligations: assistance with the drafting of management’s reports and reference documents, assistance with the financial communication (press releases, threshold crossing declarations, declarations of intent)
- Assistance in connection with inside information (establishment of insider lists, management of “closed periods”, etc.)
- Assistance in connection with listing and delisting processes, purchasing or selling of equity in listed companies (drafting of prospectus and information note, liaising with the AMF and Euronext Paris)
Corporate Governance
- Advising on the compliance with the corporate governance regulations and recommendations (Afep Medef Code, Middlenext Code): gender parity requirements, board’s independent members, employees’ representation, etc.
- Assistance regarding the improvement of the decision-making process of corporate management bodies through the implementation of corporate governance rules (implementation of specialized committees, drafting and implementation of codes of conduct and business ethics, etc.)
- Assistance with the holding of boards and shareholders’ meetings, compliance with legal publications and regulated information
Bondholders Mass Representative – Agent
The firm represents numerous bondholders’ and offers issuers its assistance in the management of collateral and covenants.
Relevant programs:
- Simple bonds
- EMTN
- Convertible or redeemable bonds
- Subordinated securities
- Securitization funds
Services:
- Bondholders mass representative
- Collateral agent
- Covenants agent
Recent cases
Billand & Messié Advised a French start-up operating in the blockchain industry
in the context of a 5 million euros fundraising through the issuance of warrants giving right to shares and utility tokens.
Billand & Messié advised a European leader in the production of renewable energy
with the implementation of a joint venture for the development and operation of a wind farm.
Billand & Messié assisted a German group in the context of a litigation
before the Commercial Court of Paris with respect to the non-execution of supply and maintenance agreements.
What they say about us
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