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Corporate Governance

France

Our dedicated team advises and assists companies on any governance related topics on a regular or ad hoc basis with the aim of:

  • Creating a climate of trust and transparency for shareholders and stakeholders.
  • Allowing all shareholders to ensure that their rights are protected.
  • Putting in place over time a governance that meets to best practices standards and the needs of the company.

Here are a few examples of our interventions:

  • Drafting of documents: internal regulation, charter of ethics, family charter
  • Audit of compliance with the Afep-Medef or Middlenext code
  • Review of the Report on Corporate Governance
  • "Say on pay": Implementation of the remuneration policy, drafting of the remuneration report and preparation of the shareholders' vote
  • Preparation of general meetings: drafting resolutions on capital increases, allocation of stock options or free shares
  • Assessment of the board: We are also able to intervene as well in the preparation phase of the self-evaluation (audit of the governance of the company and its documents, drafting of the evaluation questionnaire for the members of the board, etc.) in carrying out the external evaluation, in particular:- Governance audit and benchmark with comparable companies- Drafting of the evaluation questionnaire- Individual interviews with administrators- Summary report with recommendations and action plans- Presentation to the Council 

We will also accompany you in exceptional situations related to governance, with regard to the anticipation of the transfer of family businesses, the preparation of an IPO or the prevention of shareholder conflicts.

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As­sist­ing you in your cor­por­ate, stock mar­ket, M&A and private equity trans­ac­tions
No mat­ter what kind of com­pany you run, wheth­er it is lis­ted or private, French or in­ter­na­tion­al, wheth­er you are a fam­ily group, an in­sti­tu­tion­al in­vestor, an in­vest­ment fund, an ex­ec­ut­ive, a uni­corn en­tre­pren­eur or a start-up, we can provide you with tail­or-made and in­nov­at­ive solu­tions in every leg­al field, at every stage of your trans­ac­tions.As we op­er­ate in every busi­ness sec­tor, we can identi­fy the spe­cif­ic risks re­lated to the stra­tegic is­sues you might face and bring you rel­ev­ant leg­al guid­ance.With our in-depth sec­tor ex­pert­ise, we are able to help you with day-to-day mat­ters, as well as the most com­plex op­er­a­tions, and cre­at­ively as­sist you through ap­pro­pri­ate and straight­for­ward ad­vice. We can work along­side you and sup­port you every step of the way, through your de­lib­er­a­tions, ne­go­ti­ations and de­cision-mak­ing pro­cesses, aim­ing to be­come your best trus­ted ad­visor.
Sep 2019
CMS European M&A Out­look 2019
Wel­come to the sev­enth edi­tion of the CMS European M&A Out­look, pub­lished in as­so­ci­ation with Mer­ger­mar­ket.Storms brew­ing: European M&A Out­look 2019eznode://526532560340ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?unique_key=a77726495479e33948faa6dbd3005e50&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&clean1al­wayseznode://4995760We are pleased to provide you with this year’s edi­tion of the “European M&A Out­look”, pub­lished in co­oper­a­tion with Mer­ger­mar­ket. The op­tim­ism amongst deal­makers for the fu­ture of European M&A has faltered some­what since last year’s re­port. The past 12 months have seen a shift in sen­ti­ment in the M&A com­munity and the be­gin­ning of a down­turn in deal­mak­ing activ­ity with European M&A value down 22% year-on-year to EUR 652.2bn. We ques­tion wheth­er the out­look of European M&A can still be con­sidered bright or if this slow­down is pre­dicted to con­tin­ue.Ex­ec­ut­ives fear the European cli­mate will worsen with nearly half of re­spond­ents not con­sid­er­ing M&A at all. Fur­ther­more, 73% of re­spond­ents ex­pect the level of European M&A activ­ity to de­crease or re­main the same over the next 12 months. However, while the out­look for M&A is broadly neg­at­ive, ex­ec­ut­ives ex­pect an up­surge in dis­tressed M&A and re­struc­tur­ings arising from de­teri­or­at­ing eco­nom­ic con­di­tions in the com­ing year. Re­spond­ents al­most un­an­im­ously (95%) ex­pect dis­tressed M&A to rise, with 94% be­liev­ing that re­struc­tur­ings will in­crease in num­ber.Key find­ings from our re­search in­clude:M&A ap­pet­ite weak­ens. 45% of re­spond­ents are not con­sid­er­ing M&A, com­pared to only 28% last year. Only 27% of re­spond­ents to this year’s sur­vey ex­pect the level of M&A activ­ity in Europe to in­crease over the next 12 months, and just 1% ex­pect it to in­crease sig­ni­fic­antly. Even those that are open to deals have ad­op­ted a more de­fens­ive mind­set, with a slant to­wards di­vest­ments and bolt-ons rather than trans­form­at­ive deals.Fin­an­cing con­di­tions to tight­en. 72% of re­spond­ents ex­pect fin­an­cing con­di­tions to be­come more dif­fi­cult in the com­ing year, even though, at the mo­ment, in­terest rates are low and fin­ance is read­ily avail­able. This con­trasts sharply with last year’s sur­vey, in which 47% pre­dicted fin­an­cing con­di­tions would get easi­er in the com­ing year. Most re­spond­ents (53%) ex­pect that they will have to fin­ance deals from their own bal­ance sheets. Dis­tressed M&A and re­struc­tur­ing to rise. 95% of re­spond­ents said they ex­pec­ted dis­tressed M&A to rise, in­clud­ing 64% who said they ex­pec­ted it to rise sig­ni­fic­antly. 94% of re­spond­ents said they thought re­struc­tur­ings would in­crease in num­ber. The con­sumer sec­tor has already seen an in­crease in dis­tressed deal flow, which could spill over in­to oth­er sec­tors if growth con­tin­ues to stall and trade spats es­cal­ate.Our fea­tures in this year’s re­port in­clude art­icles on how “European tech M&A has a strong fu­ture ahead” and, of par­tic­u­lar in­terest con­sid­er­ing the cur­rent polit­ic­al cli­mate, an in­fograph­ic which con­siders the link between “Brexit and UK M&A activ­ity”.We hope you find the European M&A Out­look in­ter­est­ing. Our an­nu­al CMS European M&A Study will be pub­lished in spring 2020 when we will re­port back on how this mar­ket has im­pacted M&A trans­ac­tion terms and con­di­tions.
13/11/2019
Part­ner­ship of Euronext on its Fam­ily­Share pro­gramme
Our law firm is proud to be a part­ner of Euronext on its Fam­ily­Share coach­ing pro­gramme. For fam­ily busi­nesses, the pro­gramme helps bet­ter un­der­stand the be­ne­fits of cap­it­al mar­kets (ini­tial pub­lic of­fer­ing or bond is­sue) to ad­dress their de­vel­op­ments and fin­an­cing needs.A per­son­al­ised, con­fid­en­tial and free coach­ing pro­grammeFully tailored – for the man­agers and/ or the share­hold­ers of fam­ily busi­nessesOr­gan­ised around sub­jects that are spe­cif­ic to youHelp­ing un­der­stand how cap­it­al mar­kets can meet your needsStruc­tured around 4 key themes in which our law­yers act­ively par­ti­cip­ate:Tak­ing a new step in the de­vel­op­ment of my fam­ily busi­ness and fin­ance my growthDe­vel­op­ing an in­de­pend­ence strategy and pre­par­ing my busi­ness trans­mis­sionCom­bin­ing fin­an­cial com­mu­nic­a­tion and fam­ily repu­ta­tionIs the stock mar­ket a long-term tool?Law­yers ded­ic­ated to fam­ily busi­nessesOur firm has a par­tic­u­lar ex­pert­ise for fam­ily busi­nesses. Our spe­cial­ised law­yers of­fer cross-func­tion­al ad­vices to cov­er all your needs in:Cap­it­al mar­kets Cor­por­ate gov­ernanceCor­por­ate Law and Fin­an­cial Mar­ket LawPrivate cli­entsNa­tion­al and in­ter­na­tion­al as­set-plan­ning tax law  Find more about our law firm:Our law firm is a lead­ing in­ter­na­tion­al busi­ness law firm. It is ranked as the third-largest French law firm by rev­en­ue. Its deep roots, unique po­s­i­tion­ing and highly re­cog­nised ex­pert­ise en­ables it to de­liv­er in­nov­at­ive, high value-ad­ded solu­tions in tax, busi­ness, cor­por­ate and la­bour law.me­di­umOur law firm in Par­isme­di­umEx­pert­ise: Cap­it­al mar­ketsme­di­umCon­tact-us

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13/11/2019
Part­ner­ship of Euronext on its Fam­ily­Share pro­gramme
Coach­ing fam­ily busi­nesses on the be­ne­fits of cap­it­al mar­kets. Find out more.