Mergers & Acquisitions
Valther works in all aspects of either French or multi-jurisdictional M&A or Joint Venture transactions for its clients We are supported by a large network of foreign firms with whom we cooperate when carrying out cross-border transactions.
Our practice includes:
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Structuring and financing transactions
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Identifying and coordinating international consulting services
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Drafting and negotiating corporate and contractual transaction documentation (letters of intent, sale and purchase agreements, asset and liability guarantees, shareholders' agreements, convertible bonds issuance agreements, etc.)
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De-structuring periphery activities from core acquisitions
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Setting up data rooms and performing pre-transaction audits or vendor due diligence
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Support during post-closing integration
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Post-closing management of liability guarantees, ‘earn-out’ clauses, etc.
Private Equity
Our lawyers have acknowledged experience in every kind of private equity transaction: Growth capital, LBO, OBO, MBI, Venture or recovery financing,
We provide support to our clients (companies, executives, shareholders' and investors) for:
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Pre-transaction audits and vendor due diligence audits
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Drafting and negotiating contractual documentation (Investment agreements, shareholders' agreements, agreement for the issuance of convertible bonds and other equity securities, ratchet agreements, agency and service provision agreements etc.,),
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Drafting and negotiating corporate documentation (articles of association, shareholders' decisions, T&Cs for issuing equity-linked securities, etc.)
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Drafting and negotiating banking documentation and ensuring that any preconditions to signing and disbursement of funds have been removed
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Coordinating all parties involved (chartered accountants, statutory auditors, French and foreign lawyers) and organising signing/closing meetings
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Post-closing monitoring and managing shareholders' agreements
Corporate
Assistance offered by our team covers all aspects of Corporate Law, including :
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Incorporation of French companies (SAS, SARL, SA, SC....)
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Legal secrétariat: Shareholders' meetings, approval of accounts and modification of the articles of association, follow-up of formalities, coordination with auditors and accountants, etc.
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Updating legal registers, movement of shares,
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Intra-group relations : cash-flow agreements, service provision agreements
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Security issues