Council
- What societal status is best?
- How to protect an idea?
- What are taxation laws for a society, and how to optimize revenue?
- How to finance a project?
Professionals and companies: our firm can inform, advise and support you.
Our advice and expertise will allow you to advance and find optimal results and solutions.
When you entrust the creation of your company to us, your project is handled by a team of lawyers with astute knowledge and specialization in the field of corporate creation.
Advice and personalized actions / international development / follow-up:
From the initiation of your project and throughout the duration of your endeavor, our firm responds to the legal and tax obstacles specific to the creation and operation of your company.
Individual or business, are you looking for tax law advice, tax optimization ideas or transferring your assets?
Our firm is pleased to put our experience and skills at your disposal and make your project as successful as possible as well as giving you guidance to develop and define your ideas.
Trademark law and information and communication technologies
Our firm consults and litigation relating to the following issues:
- Assistance, filing and protection of trademarks with the INPI.
- Assistance, filing and protection of trademarks with OHIM.
- Assistance, filing and protection of trademarks with WIPO
- Consultation on counterfeiting issues i.e. -imitation of the “Nike” brand and risk of confusion.
- Defense of a registered trademark that has been the subject of a dispute.
- Appropriation of a town name through the use of a domain name.
- Consultation on copyright of the project manager in the context of the production of a public work.
- Legal advice on the regulations and the risks associated with the use of domain names.
- Consultation on regulations for the development of a charter pertaining to the use of information technology and new technologies.
- Legal advice regarding trademark infringement action.
- Consultation on the right of claim by the owner of a brand.
- Legal advice concerning the right to record.
- Consultation on actions before criminal courts.
- Defense of a trademark registered with OHIM which has been the subject of a prior challenge (opposition decision 20 July 2015, n ° B2 282 427; appeal in progress).
- Defense against customs administration in an infringement action.
- Defense of a company in the context of an action for unfair competition and free-riding.
- Defense of a local authority within the framework of the protection of its name, its image or its reputation.
- Strategic management of public brands with public establishments and communities.
- Litigation relating to trademark revocation proceedings.
- Auditing for companies on the GDPR.
- Consultation and auditing on e-reputation (digital reputation) with insurance companies.
In partnership with our firm, Boris Khalvadjian, Attorny-at-law, has reccently arbitrated in the following cases:
- Consultation on guerilla/street marketing
- Drafting and negotiation of influencer contracts for advertising projects
- Payment action for the creation of a web platform
- Defamation action against a published book
- Negotiation of artist contracts
- Consultation on funding bloggers and youtubers
- Creation of a sports agent company
- Consultation on an appeal against decisions of the Director of the INPI
- Drafting of author contracts for the publication of a contemporary work of art
- Hour-to-hour referral for facts of unfair competition in audiovisual matters
- Drafting of a commercial partnership contract for a start-up
- Defense in beverage trademark infringement lawsuit
- Drafting of contracts for brand transfer
- Claim action following a fraudulent deposit
- Defending the rights of a web developer behind the creation of a start-up
- Representation of a photographer
- Representation of short films to defend recognition of author status and the re-classification of contract from short to long term
- Advice from a photographer whose photo was used without permission as part of the cover of a well-known cultural magazine
- Preparation of commercial contracts and general conditions of sale for a maritime innovation company
- Legal validation of advertising creation projects
Step 1
the preliminary analysis which may necessitate legal and fiscal consultation (s)
In this step we advise our clients and take the time to answer questions or any concerns relating to legal and fiscal constraints. The following issues are examined :
OBJECTIVES OF EQUITY INVESTMENTS :
Purchase or share subscription by a company of shares or shares of another company generally meets one of the following three objectives (classified in order of importance):
- Capital investment: the company which buys or subscribes for shares does not aim to exert any particular influence on the company issuing these shares. It may solely gain an income and, possibly, a capital gain from the investment of available capital.
- Equity participation: equity participation supposes the desire to create lasting links with the company whose units or shares are subscribed or purchased and to exercise a certain influence over this company in order to derive an advantage, particularly economic.In this situation, unlike the case where the acquisition of a majority stake leads to control, the company does not exercise direct influence over the management of the company in which it holds a fraction of the shares.
- Corporate control: the corporate takeover is accountable for the company in so far as the exertion of decisive influence on the management of the company for which it acquires or subscribes the shares. This control can be joint and infers that the shareholders jointly determine the policy of the company. The existence or nonexistence of control must be re-examined each time there is a change in the distribution of voting rights, for example following an increase or reduction of capital shares, allocation or the elimination of double voting rights, transfers of securities between shareholders or to third parties, etc.
Consultation (s) take into account the principles of independence and autonomy of the companies in the group (influencing principle in particular in the event of participation in a subsidiary which itself holds partial or full shares in a company.
The existence of specific companies of ‘intuitu personae’ contracts, that is to say contracts concluded in mutual confidence, may impose restrictions during a transfer of control procedure in relation to the composition of the group.
In such cases, said contracts validate the inclusion of a clause, such as:
- Subjecting to the approval of a party any change in the composition of the capital of the contracting company;
- Administrative contracts: when the company whose securities are sold is a concessionaire or delegate of a public service, the change of control can take place without prior authorization from the public body (Notice CE 8-6-2000: RJDA 6/01 n ° 678). But it can lead to the termination of the concession by the conceding authority (example: CE 31-7-1996: RJDA 11/96 n ° 1314)
Our firm will request all legal documentation relating to existing holdings in other companies (or those of target companies): articles of association, shareholders’ agreement, provision agreements, credit agreement, contracts, etc ..
This practice enables us to efficiently inform and advise our clients, keeping in mind their objective (or objectives); and suggest appropriate measures, conditions, precautions to be taken to acquire equity interests and, ultimately, secure the transaction.
TERMS AND CONDITIONS OF PARTICIPATION
The acquisition of a stake from one company in another to form a group can be achieved by the following different means :
1/ Company constitution : A company takes the initiative to constitute a new company and carries out all the operations of incorporation; The rules of incorporation specific to the type of company chosen are followed, possibly calling on one or more other natural or legal persons in order to reach the minimum number of partners required by law.
2/ Purchase of shares or units :
This purchase can be carried out, as the case may be, by mutual agreement with the majority shareholders of the company in which the acquisition of a stake is envisaged or in the form of a public offer of acquisition.
Example: Large holdings, or even business takeovers, are often carried out through a holding company. The creation of a holding company with a view to the buyout of a company combined with the application of the tax consolidation regime allows buyers to take control of a company with as little personal contribution as possible. This technique, known as the LBO (leverage buy out or leverage effect), makes it possible to buy a company or a group of companies without necessarily having the equity required to carry out this acquisition. Loans contracted by the holding company will be reimbursed by funds released by the acquired company.
3/ Reserved capital increase : Capital increase is then reserved for the company which wants to take a stake, which implies a waiver by the shareholders of the company increasing its capital of their preferential subscription right.
4/ Partial contribution of assets : An operation whereby only an autonomous branch of a business is transferred to another new or already existing business (while the contributing business continues operation).The shares allocated to in consideration for this contribution, allow the company to take control.
Our firm prudently recapitulates the necessary legal documentation, according to the mode of acquisition of participation envisaged, the legal and tax consequences which result from the terms of acquisition of participation within the framework of the consultation to clearly brief our clients .
COMPANY STRUCTURE AND LEGAL STATUS OF THE HOLDING COMPANY :
The holding company does not exercise any industrial or commercial activity and is limited to managing the multiple financial holdings owned in various companies. However, holding companies are recently assuming more autonomy, independently of their financial role, and increasingly exerting more managerial responsibilities(« facilitator » holding). The holding company regime agrees to promote the mobilization and return of capital, the group’s investment policy, the assessment of the results obtained by operating companies, merger or share exchange operations, and decentralization of responsibilities.
The choice of the legal form of the parent company depends on the objectives of the client. When the primary objective of the parent company is the stability of leaders and the retention of power, it most often takes the form of a civil society or SAS.
However, when a parent company must acquiesce to their control of power, an accumulation of dividends in light of new financial operations, or exercise a commercial activity, a preferential structure is an SA , SCA or SAS.
Our firm aims to prioritize our clients and advise on the main characteristics of civil companies, SA, SCA and SAS and the advantages and disadvantages that they present as the parent company of a group.
The Firm takes care to present the legal and tax consequences resulting from the choice of the legal form of the Holding company in the context of a consultation.
AGREEMENT BETWEEN COMPANY GROUPS
Agreements concluded between companies in a group are subject to various constraints: essentially, compliance with the procedure for controlling regulated agreements, banking monopolies and economic regulations.
Service provision agreements between companies of the same group mainly concern functional services, particularly in the administrative, accounting, financial, tax and legal fields. Their purpose is to define the nature of the services provided and their method of remuneration. The table below summarizes the most commonly used services and the methods of determining their remuneration within a group.
In most cases, the services are provided by the parent company to the subsidiaries for financial consideration.
Frequently subsidiary companies are dedicated, from their creation or during the life of the company, to certain activities of the group to which they belong and for the sole benefit of this one, by the conclusion of agreements justifying this function.
The Firm takes care to present to its client the legal conditions governing the establishment of one or more agreements between the holding company and its subsidiary (s).
Step 2
the operational phase
Once the client’s needs have been determined in accordance with their objectives their questions have been answered, we are able to:
- Either assist the client’s legal department in charge of drafting acts relating to the draft constitution;
- Or present the Client acts relating to the constitution project by presenting a schedule of operations, draft acts, or even assisting, if necessary, in contacting third parties.
We proposes, according to the terms of participation decided by the client, the drafting of the following acts (non-exhaustive list for informative purposes only):
1/ Company constitution :
- Articles of incorporation
- Publication notice of legal Announcement Journal;
- Registration forms Declaration of beneficial owners
- Etc ..
2/ Achat d’actions ou de parts :
- Letter of Intent
- Draft purchase agreement
- Asset and Liability Guarantee Project and its appendices
- Draft shareholders’ agreement
- General meeting minutes – Various reports
- The Firm supports the client in the context of the legal, accounting, tax and social audit missions (data room) of the target company Deed of acquisition of shares or shares Etc ..
3/ Subscription to a capital increase :
- Draft contribution contract
- General meeting minutes
- Draft amended articles of association of the company benefiting from the contribution
4/ Partial contribution of assets : A company can make a contribution of part of its assets :
- Draft contribution contract
- Insertion notice
- Notice of completion of the partial contribution and increase in the capital of the company benefiting from the contributions to a legal announcement medium.
- Various minutes relating to the transaction, including Minutes of the meetings of the contributing and beneficiary companies of the contributions approving the transactions,
- Amended articles of association of the company benefiting from the contributions.
The Firm is also able to present to the client, personalized projects of service provision agreements between companies of the same group, a treasury agreement, etc.