Unlisted companies

The Mergers & Acquisitions / Corporate practice group covers all issues relating to corporate law, particularly financial transactions (capital increase through issuing equity instruments or securities providing access to a company’s capital, capital reductions etc.), internal restructuring operations (mergers, partial transfer of assets etc.), employee or corporate officer profit-sharing agreement mechanism (stock option subscription or share purchase, free shares plan etc.), and company incorporations, whatever their form or nature.

Experience includes:

• DCNS Energies: advising Naval Group (formerly DCNS), the European leader in naval defence, on the setting up, together with the SPI fund financed by the “Programme d’Investissements d’Avenir” (Investments Programme for the Future) and managed by Bpifrance, of DCNS Energies, a new industrial player in Marine Renewable Energies, which is also supported by Technip Group and BNP Paribas Development.
   
• Leroy Somer: advising Japanese motor manufacturer Nidec Corporation on the acquisition of Leroy Somer, the motors, drives and electric power generation businesses owned by Emerson Electric Co., a diversified global manufacturing company.
   
• Delacre: advising Italian food group Ferrero on the French legal aspects of the acquisition of biscuits Delacre from United Biscuits, a subsidiary of the Turkish group Yildiz.
   
• Oseo: advising the Caisse des Dépôts et des Consignations on a restructuring through merger of the Oseo group (absorption by Oseo Financement of Oseo Innovation, Oseo Garantie and Oseo Bretagne).
   
• Effia: advising the SNCF on the contribution of Effia, a wholly owned subsidiary of the SNCF, to Keolis.
   
• CNCE/BFPB: advising the CNCE on its merger with the Banque Fédérale des Banques Populaires and the creation of BPCE, the second largest actor in the French banking sector.
   
• EDF Distribution: advising EDF on the split of its distribution branch and transferring it to a wholly owned subsidiary, Electricité Réseau Distribution France (ERDF).
   
• Viparis: advising the CCIP on the amalgamation of its activities in the trade fair/exhibitions sector with those of Unibail-Rodamco, and the creation of Viparis.

Listed companies

We cover all questions of corporate law and securities regulations that listed companies are subject to. These include, in particular, all corporate governance issues (preparation, holding and incidents of general assemblies; nomination, resignation, removal, cooption and remuneration of corporate managers; preventing conflicts of interests, etc.) and securities law (drafting and updating of reference documents, buyback programmes, shareholder agreements, periodic and ongoing disclosure obligations, compliance with regulations on market abuse, etc.). This specialty presupposes a high level of expertise both in corporate and securities law, as well as excellent knowledge of capital market environments and market practice.

Experience includes:

• MedTech: advising Zimmer Biomet Holding Inc, a global leader in musculoskeletal healthcare, on the acquisition via a wholly owned subsidiary of 58.77% of MedTech SA, a leading French medical technology company, to be followed by an all cash simplified tender offer on the remaining outstanding shares of MedTech.
   
• Cisco Connected Devices Division: advising Cisco, a worldwide leader in information technologies, on the French legal aspects of the sale of its Connected Devices business (connected home terminals and video solutions) to Technicolor, a worldwide technology leader in the media & entertainment sector.
   
• Boursorama: advising online bank Boursorama on the simplified takeover bid launched by its majority shareholder, Société Générale, acting in concert with CaixaBank, on Boursorama shares.
   
• Axway Software: advising Sopra Groupe on the spin-off of Axway Software, its software branch, and its floating on NYSE Euronext Paris.
   
• Paprec: advising the Fonds Stratégique d'Investissement (FSI) on its EUR 100 million investment in the share capital of Paprec via a capital increase procedure.
   
• CA/CCI: advising six regional branches of the Crédit Agricole on the implementation of a procedure to buy back their cooperative investment certificates (CCI).