DEGROUX BRUGÈRE & ASSOCIÉS

Transcription

1 D B A DEGROUX BRUGÈRE & ASSOCIÉS SOCIÉTÉ D AVOCATS - LAW FIRM

2 A FIRM COMMITMENT TO SUPPORTING OUR CLIENTS Our firm is the valued adviser to a considerable private clientele of individuals, investors, as well as the founders and managers of family-run groups, both listed and unlisted. We improve their position, in legal and tax terms, as well as that of the structures under their control, optimizing the way in which they hold, manage, transfer and transmit their personal and professional assets, helping them to structure their activities, providing advice with regard to strategic decision-making, and defending them effectively in their dealings with authorities and courts. We fulfil this commitment to supporting our clients on a day-to-day basis, participating and organizing in areas of expertise covered by experienced lawyers with solid reputations in their respective fields : Tax planning and wealth optimisation Company law, mergers & acquisitions Employment law Litigation Business law Real estate LONGEVITY THAT IS A TESTAMENT OF EXCELLENCE The longevity of our firm offers proof of the strength of its commitment. Since its creation in 1954, it has built a strong network of partners in France and elsewhere in the world, covering all fields of private management and consultancy to provide made-to-measure guidance and support for our clients (asset management banks, financial and real estate brokers, asset management consultants, French and foreign experts on matters requiring the intervention of other specialists). THE STRENGTH OF A REAL NETWORK OF PARTNERS We are also members of the Executive Committee of The Interlex Group, an international associative grouping of lawyers under U.S. law that gives us access to the services of 45 prestigious business law firms, in nearly 60 countries.

3 TAXATION TAX PLANNING AND WEALTH OPTIMISATION OUR ADDED VALUE A high-quality service based upon specialist knowledge of the needs of a private clientele, a culture of cross-exchange providing for the integration of complex legal and financial issues, and a network of partners in France and elsewhere in the world for the concrete implementation of the solutions recommended. AREAS OF INTERVENTION Individual and asset-related tax issues, family office Structuring and transfer of professional and private assets: holding companies, pactes Dutreil, ISF (impôt sur la fortune wealth tax), SCIs (non-trading real estate investment companies), splitting ownership, life insurance and capitalization investments, national and international gifts and inheritances Transmission of companies and partial and/or progressive withdrawal from activities (family buy-out, business rental, contributions to subsidiaries, etc.) Selling and taking over companies Purchaser / manager consultancy: optimizing tax position during investment phase (management buy-in/buy-out strategies, remuneration packages and capital access mechanisms: founder and remuneration warrants (BSPCEs, BSAs), free shares, stock options, etc.), and at the time of the sale (optimizing capital gains, tax-free reinvestments, etc.) Corporate tax planning services, including preliminary audits, tax planning and structuring to minimize taxes, advice on the tax implications of proposed transactions and investments Equity capital operations Mergers, acquisitions, intra-group restructuring Tax strategies for capitalization and long-term financing Real estate Structuring professional real estate Tax issues with SIICs (listed property investment companies) and unlisted property companies Consultancy for private and professional investors Consultancy for professionals in the sector (notaries, lawyers, intermediaries, etc.) VAT on real estate, profits from construction and realtors transactions Tax audits and litigation Assistance with inspections Defence and representation of the taxpayer in dealings with authorities and courts Tax reviews and due diligences

4 COMPANY LAW MERGERS & ACQUISITIONS, CAPITAL INVESTMENT, LEGAL SUPERVISION OF COMPANIES OUR ADDED VALUE An adaptable team assisting entrepreneurs with straightforward transactions as well as with complex merger-acquisition and investment capital operations ; strong negotiating skills and a perfect familiarity with current practices to offer our clients the best possible support. AREAS OF INTERVENTION Mergers & acquisitions - capital-investment Sales and acquisitions, mergers, partial asset transfers, LBOs, issuing complex securities and capital access mechanisms Producing corporate documentation and negotiating pre-contractual and contractual agreements relating to the above operations (letters of intent, memoranda of understandings, warranty agreements, shareholders agreements, issuance agreements etc.) Reviewing and negotiating finance and subordination agreements Capital-related and commercial agreements for partnerships and joint venture arrangements Legal supervision and advice of companies, managers and shareholders - stock market law Incorporation and legal supervision of civil-law partnerships and trading companies (legal documentation for incorporation, alterations, transformations) and carrying out equity operations (mergers, partial business transfers, capital increases/reductions, issuing securities, recapitalization, etc.) Monitoring regulations and advising partners, shareholders and executives (status, liability, rights under statutory and equity holders agreements, etc.) Legal supervision of companies listed on Euronext, Alternext and on the open market, compliance with stock market regulations and interfacing with the Autorité des Marchés Financiers (reference documents, transaction notes, visas, etc.) Block-selling operations, legal supervision of TOBs, RTOBs, price guarantees Real estate Legal support for SIIC portfolio and property companies

5 EMPLOYMENT LAW LABOUR LAW, SOCIAL SECURITY LAW OUR ADDED VALUE Expertise covering all areas of employment law, deployed to help companies and executives by proposing practical, innovative, customized solutions that meet the requirements arising from their legal issues. AREAS OF INTERVENTION Individual workplace relations Employment contracts (provisions for variable remuneration, for mobility, for agreements not to compete, etc.), delegations of authority Premature termination of contract (dismissal, redundancy, agreed termination, negotiated settlements, etc.) Individual litigation Handling issues arising from international mobility (expatriation bonus, social aspects, etc.) Collective workplace relations Negotiating for, and drawing up, collective agreements (working hours, remuneration, psycho-social hazards, etc.) Internal regulations, charters relating to ethical and IT issues, etc. Assistance with workplace election procedures Functioning of employee representative bodies (joint consultative committee, CHSCT [Committee for Hygiene, Safety and Working Conditions], staff representatives, union representatives, etc.) Collective litigation Company executives Negotiating for, and drawing up, contracts with high-level managers or executives (e.g.: contractual severance pay) Confirmation of authorization procedures for payment of remuneration Individual assistance for executives in dispute with the company Restructuring Projects for restructuring and for collective redundancies Assistance in the legal qualification of company transfer projects and analysis of the consequences for individual and collective workplace relations Compliance and acquisition audits Employee saving and shareholding schemes Auditing and implementing provisions (compulsory profit sharing, optimal profit sharing, corporate saving scheme) URSSAF (French government s social security contribution collection agency) inspections Assistance with inspections settlements and litigation General audits

6 LITIGATION BUSINESS LAW OUR ADDED VALUE Experienced in handling legal disputes and negotiations within a context of conflict, our team has developed a double speciality of implementing jurisdictional procedures and of assessing judicial risk in M&A operations and in commercial contracts. AREAS OF INTERVENTION Commercial contracts Risk-auditing and topping off commercial agreements (distribution, sub-contracting, licensing agreements, general terms and conditions of sale, etc.) Litigation regarding liability, defence and protection of the company s strategic interests in the fields of competition law and intellectual property (legal action to halt unfair commercial practices, infringement of trademarks and patents, etc.) Commercial leases Sale and acquisition of businesses M&A corporate Pre and post-acquisition disputes (breakdown of negotiations, deployment of liability guarantees, price revision clauses, expert legal assessments, etc.) Disputes among shareholders/investors, implementation of shareholders agreements and preference accords Company law litigation (breaking deadlock, ad hoc mandates, temporary administration, etc.) Civil and criminal liability of executives Risk assessments and deployment of preventive solutions Defence (personal offences, non-fulfilment of legal and statutory obligations, violations of labour law and provisions regarding employee health and safety) Companies in difficulty Assessment of circumstances, preventive procedures (ad hoc mandates, conciliation) Handling relations with parties impacting potential difficulties Drawing up and implementing plans for restructuring, takeover or sale, with the support of our teams specializing in tax issues and M&A Finding financial or industrial partners using our network of partners Drawing up agreements and other documents Enforcement proceedings (temporary administrative measures, seizures, distribution procedures)

7 THE LAWYERS MICHEL DEGROUX-RICARD Organization and transfer of assets Institute of Political Studies - Paris Master s degree in private law - Paris Took oath in 1974 Joined the Firm in 1975 [email protected] DENIS BRUGÈRE Corporate restructuring Real estate Organization and transfer of assets Master s degree in law National Tax Academy Took oath in 1978 Joined the Firm in 1978 [email protected] PHILIPPE DELATTRE Company law Real estate Graduate with distinction from the Institute of Political Studies Paris Master s degree in private law - Paris I University Took oath in 1984 Joined the Firm in 1979 [email protected]

8 THE LAWYERS DOMINIQUE DUMAS Litigation / Collective procedures / Arbitration Commercial law Mergers /acquisitions Sports law Certificate of Professional Competence as a Lawyer Took oath in 1973 Joined the Firm in 1999 [email protected] DOMINIQUE BARTHÈS Labour law Welfare law Certificate of Professional Competence as a Lawyer Took oath in 1974 Joined the Firm in 2010 [email protected] SYBILLE PLANTIN Company law Stock market law Commercial law Real estate Institute of Political Studies - Paris Master s degree in private law - Paris II University Took oath in 1991 Joined the Firm in 1992 [email protected]

9 THE LAWYERS GILBERT HOUILLIEZ Corporate restructuring National Tax Academy Took oath in 1990 Joined the Firm in 1990 FRÉDÉRIC HENNES Company law Organization and transfer of assets Double master s degree in business law and tax Paris I University DEA (postgraduate qualification) in tax law Paris I University Took oath in 1999 Joined the Firm in 2008 [email protected] NICOLAS BALLET Real estate Organization and transfer of assets Master s degree in public law / tax issues for business - Paris I University DESS (postgraduate diploma) in Finance, law and tax for regional authorities - Paris I University DEA (postgraduate qualification) in tax law - Paris I University Took oath in 2005 Joined the Firm in 2008 [email protected]

10 THE LAWYERS CATHERINE CRUVEILHER Corporate and individual taxation Real estate Organization and transfer of assets Master s degree in business law - Paris I University DESS (postgraduate diploma) in corporate taxation - Paris Dauphine University LL.M - University of Chicago Law School Took oath in 1995 Joined the Firm in 2006 [email protected] AMÉLIE DUCLOS Mergers and acquisitions Corporate law Commercial law Formation Master s degree in business law Poitiers University Diploma in business management from the Institute of Administration of Companies (Poitiers) Master s degree in mergers & acquisitions and companies financing Evry university Took the oath in 2008 Joined the firm in 2012 [email protected] MARIE-PIERRE WEISS Taxation of individuals and business entities Formation Master s degrees in business law and taxation - Paris II Assas and Versailles Universities Specialized Master in international business law and management ESSEC Business School Barrister s certificate (2011) Took the oath in 2012 Joined the firm in 2012 [email protected]

11 THE LAWYERS MATHIAS VERNE Business law International contracts Acquisitions Commercial law Formation Master s degree in business law Master of Law (New York University - USA) Took oath in 1979 Joined the Firm in 1988 [email protected] CLAIRE DE FEYDEAU Company law Stock market law Centre for International Commercial Law - Tours DESS (postgraduate diploma) in international commercial law PhD in law - Paris Took oath in 1993 Joined the Firm in 1993 [email protected] JEAN-BAPTISTE MORILLOT Commercial litigation Banking law Execution enforcement proceedings Commercial law Master s degree in business law and tax issues - Paris II University Master s degree in political science - Paris II University DESS (postgraduate diploma) in business law and tax planning - Paris II University Magistère (post-graduate vocational diploma) in business law - Paris II University Took oath in 1992 Rejoint le Cabinet en 1999 [email protected]

12 THE LAWYERS MARTINE GARNIER BARTHÈS Labour law Welfare law Certificate of Professional Competence as a Lawyer Took oath in 1978 Joined the Firm in 2010 [email protected] PIERRE-DAMIEN VENTON Labour law Welfare law Master s degree in employment law - Montpellier I University Master s degree in welfare law - Montpellier I Certificate of Professional Competence as a Lawyer Took oath in 2005 Joined the Firm in 2010 [email protected] MARYLINE BATIARD Labour law Social security law Master s degree in business law DESS (postgraduate diploma) Business litigation Certificate of Professional Competence as a Lawyer Joined the Firm in 2011 [email protected]

13 D B A DEGROUX BRUGÈRE & ASSOCIÉS SOCIÉTÉ PROFESSIONNELLE D AVOCATS 83, boulevard Haussmann Paris - France Tél. : +33 (0) Fax : +33 (0) [email protected]