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Second edition of the "LBO/Capital transmission" work, published by Editions Francis Lefebvre with the assistance of CMS Bureau Francis Lefebvre

30/05/2013


This multi-disciplinary work written by the lawyers of the private equity group of CMS Bureau Francis Lefebvre, specialists in leveraged transmission transactions, deciphers LBOs to ensure the right decisions are made.

It describes an LBO in relation to all the parties concerned and their advisors, from setting up the takeover (choice of the legal and tax structure, negotiations, financing, association of the management, etc.) to the investor's exit, without neglecting arrangements after the acquisition and solutions when the company taken over encounters economic difficulties. The legal, tax and employee aspects of the LBO are considered. The international dimension is not omitted (foreign investor or foreign target).

The LBO is a very delicate and complex financial transaction to set up. It can be risky. In order to anticipate difficulties and find answers to all the questions, this second edition, updated on 15 April 2013, contains new information particularly with regard to tax matters: general limitation in deducting financial charges, introduction of a contribution on distributed revenue, lowering of the upper limit of deficits, exit from the LBO: change in the regulations for the taxation of capital gains and arrangement of the regime of stock options and free share allocations, etc.

In thirty years, the LBO market has matured and its players have mastered the structuring of these arrangements. We note a maturing of exchanges between funds and managers: with the crisis and difficult experiences, managers have shown themselves to be more reasonable on future prospects: the business plans presented are less aggressive, hopes of gains lower, and the wider circles of managers are now interested in the gains in value of the company.

This development makes the term "LBO" unsuited to these transactions that represent more than a simple leverage effect and become a real tool for "capital transmission" – a description promoted by the AFIC for these transactions.


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Authors

Picture of Christophe Blondeau
Christophe Blondeau
Partner
Paris
Picture of Benoît Provost
Benoît Provost
Counsel
Paris
Picture of Jean Robert Bousquet
Jean-Robert Bousquet
Partner
Paris
Picture of Alain Couret
Alain Couret
Partner
Paris
Picture of Marc-Etienne Sebire
Marc-Etienne Sébire
Partner
Paris
Picture of Cecile Sommelet
Cecile Sommelet
Counsel
Paris
Alexandre Delhaye
Alexandre Delhaye
Partner
Paris
Picture of Christophe Lefaillet
Christophe Lefaillet
Partner
Paris
Pierre Le Roux
Pierre Le Roux
Partner
Paris
Virginie Coursiere-Pluntz
Virginie Coursiere-Pluntz
Counsel
Paris
Picture of Chloé Delion
Chloé Delion
Associate
Paris
Picture of Ghislain Dintzner
Ghislain Dintzner
Associate
Paris
Elisabeth Flaicher-Maneval
Elisabeth Flaicher-Maneval
Counsel
Paris
Picture of Romain Marsella
Romain Marsella
Partner
Paris
Picture of Thierry Granier
Thierry Granier
Partner
Paris
Picture of Grégory Benteux
Grégory Benteux
Partner
Paris
Pierre Bonneau
Pierre Bonneau
Partner
Paris
Redon Denis
Denis Redon
Partner
Paris
Picture of Arnaud Hugot
Arnaud Hugot
Partner
Paris
Picture of Daniel Gutmann
Daniel Gutmann
Partner
Paris
Picture of Martine Ebrard Grellety
Martine Ebrard-Grellety
Partner
Paris
Picture of Laurent Marquet De Vasselot
Laurent Marquet de Vasselot
Partner
Paris
Picture of Johann Roc'h
Johann Roc'h
Partner
Paris
Féna-Lagueny Emmanuelle
Emmanuelle Féna-Lagueny
Associate
Paris
Gerner Frédéric
Frédéric Gerner
Partner
Paris
Picture of Renaud Grob
Renaud Grob
Partner
Paris
Picture of Stéphane Bouvier
Stéphane Bouvier
Partner
Paris
Gaëtan Berger-Picq
Gaëtan Berger-Picq
Partner
Paris
Picture of Christophe Frionnet
Christophe Frionnet
Partner
Paris
Picture of Laurent Hepp
Laurent Hepp
Partner
Paris
Picture of Michel Collet
Michel Collet
Partner
Paris
Froger-Michon Caroline
Caroline Froger-Michon
Partner
Paris
Mr Tiphaine Heurtebise
Miss. Heloise ROUDAUT
Picture of Bruno Zabala
Bruno Zabala
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