Billand & Messié advises its clients in their external growth and divestment operations, in particular on mergers and acquisitions, LBOs and asset disposals, and assists them during all stages of the transaction.
Merger & acquisition
External growth and divestment operations
The firm’s dedicated team works with small, medium and mid-tier sized companies and major groups, financial institutions, investment funds and companies on all aspects of their M&A transactions: external growth, sales/acquisitions of securities or assets, acquisitions of minority and majority shareholdings, company sales and takeovers, joint ventures, etc.
We regularly work on cross-border transactions for foreign clients seeking to invest or set up business in France. Our teams’ cross-disciplinarily and collaborative spirit allow the firm to offer pragmatic solutions to clients when it comes to structuring, supporting, and implementing such transactions.
The team has gained acknowledged expertise in:
- Legal, employment and tax due diligence, data-room preparation and vendor due diligence
- Optimization of the legal and tax structure of the transaction and of its financing
- Preliminary restructuring (spin-off, carve-out)
- Negotiation of the documentation (non-disclosure agreements, letters of intent, share purchase agreements, shareholders agreements, representations and warranties agreements, and financing, notably for leveraged transaction such as LBO’s)
- Negotiation of financing documents and related securities or guarantees
- Implementation of post-acquisition or post-merger processes
- Monitoring of post-acquisition transactions and resolution of conflicts and disputes that could arise from them (implementation of representations and warranties agreements)
Private Equity & Venture Capital
Our lawyers have a specific expertise in private equity transactions, assisting investors (investment funds or companies, business angels), corporate issuers, majority or minority shareholders and management teams with fundraising and investments, including for start-ups.
The firm offers tailor-made solutions for each deal based on its specificities regarding governance, exit situations, and possible deadlock situations.
We assist our clients with the structuring, negotiation, and implementation of transactions, including:
- Drafting of investment and shareholders’ agreements
- Determining legal and tax structuring solutions and terms of the investment
- Managers’ shareholding incentive scheme (legal, tax and employment aspects of the management packages)
- Liquidity contracts or undertakings
- Financing contracts and guarantees to lenders (senior or mezzanine)
- Debt restructuring and its effects on existing agreements in any distressed scenarios
- And in all these situations, the appropriate mechanisms of corporate law, such as issue of securities — i.e., stock warrants, bond warrants, convertible bonds, redeemable bonds — or preferred shares, specific clauses in the articles of association, etc.
Besides, the firm also assist issuers and investors in initial coin offerings and cryptocurrencies matters:
Assistance to issuers:
- Structuring of the initial coin offerings and token generation events and drafting of the documentation related thereto (white papers, terms and conditions of sale of tokens, simple agreement for future tokens)
- Drafting of the articles of association and shareholders agreements, structuring and implementing governance designed to the functioning of the digital decentralized autonomous organization (DAO)
- Liaising with the French markets authorities (Autorité des marchés financiers)
Assistance to investors:
- Legal due diligence of coin offerings and token generation events (review of financial and corporate documentation of the issuer) and drafting of legal due diligence reports
Legal structuring of investors pools
Restructuring and Financing
We assist our clients with various restructuring operations:
- Merger and spin-off: analysis related to the transfer of contracts, structuring of the transaction, negotiation and drafting of the merger treaty, minutes and completion of the required formalities
- Partial contribution of assets: optimization of the structuring, negotiation and drafting of the contribution treaty, drafting of the minutes and completion of the required formalities
We also advise our clients on financing or refinancing operations:
- Advising on the structuring and negotiation of corporate financing, particularly in the context of M&A or private equity transactions (senior or mezzanine debt, or traditional bond loan)
- Assistance for the creation of securities or guarantees and related items — such as securities account pledge, trust, or other guarantees — and to implement or enforce them
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.
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