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Subirats Avocat

Acquisition, disposal & fundraising

Secure your strategic transfer and financing transactions

Acquisitions, disposals, and fundraising are key stages in a company’s life cycle. We advise and assist you in the negotiation, structuring, and legal and tax security of these complex transactions.

Acquisitions and mergers

Grow your business through external expansion

1. What is it?

Acquisitions and mergers encompass external growth operations: company takeovers, merger-absorptions, and partial asset contributions. They require prior due diligence and precise legal documentation.

2. Who is concerned?

  • Expanding groups
  • Investors and buyers
  • Executives seeking to integrate or absorb a company

3. Why is it important?

  • Rapid growth through the integration of assets or expertise.
  • Mandatory due diligence to identify liabilities and risks.
  • Formalities: approval by an extraordinary general meeting (EGM), reports from merger auditors.

4. What we do for you

  • Conducting legal and tax due diligence.
  • Drafting of merger, contribution, or acquisition agreements.
  • Negotiation of conditions precedent.
  • Tax and corporate advice to structure the transaction.

Business disposals

Transfer your business within a secure framework

1. What is it?

A disposal may involve the entire business (business as a going concern) or securities (equity interests, shares).

2. Who is concerned?

  • Business owners transferring their company
  • Shareholders wishing to dispose of their participation
  • Strategic or financial buyers

3. Why is it important?

  • Heavy tax burden if not anticipated (capital gains, registration duties).
  • Mandatory publication (business transfers: BODACC, legal announcements).
  • Protection through asset and liability warranties (ALW).

4. What we do for you

  • Valuation and prior due diligence
  • Drafting of transfer agreements
  • Tax and estate planning advice (Dutreil pact, retirement exemption, parent-subsidiary regime)
  • Assistance with all mandatory formalities

Fundraising

Finance your growth by opening up the capital

1. What is it?

Fundraising involves bringing new investors into the share capital, typically through a capital increase (cash contributions, convertible bonds, BSPCE, etc.).

2. Who is concerned?

  • Startups and scale-ups seeking financing
  • SMEs looking for strategic investors
  • Venture funds and business angels

3. Why is it important?

  • Capital dilution: redistribution of rights among shareholders.
  • Negotiation of valuations and exit provisions.
  • Key clauses: liquidation preference, anti-dilution, governance.

4. What we do for you

  • Legal structuring of the fundraising process
  • Drafting of shareholders’ agreements
  • Tax advice for investors (income tax/wealth tax reductions, BSPCE)
  • Negotiation with funds and business angels

Venture capital and private equity

Structure your complex financing and transfer transactions

1. What is it?

Private equity encompasses complex financial transactions:

  • LBO (Leveraged Buy-Out): acquisition financed through leverage.
  • MBO (Management Buy-Out): takeover by existing management.
  • MBI (Management Buy-In): takeover by external management.

2. Who is concerned?

  • Investment funds and family offices
  • Acquiring executives or incumbent managers
  • Companies undergoing capital restructuring

3. Why is it important?

  • Leverage effect: financing through bank debt.
  • Value creation: financial and operational optimization.
  • Legal and tax complexity: structuring of holding companies, intra-group agreements.

4. What we do for you

  • Structuring of LBOs/MBOs/MBIs
  • Drafting and negotiation of management agreements
  • Tax advice (parent-subsidiary regime, tax consolidation, financing)
  • Support in dealings with banks and investment funds

FAQ

  • Equity interests (SARL, SNC, SCI): transfer subject to shareholders’ approval, 3% registration duty after a €23,000 allowance proportional to the shareholding.
  • Shares (SA, SAS, SCA): transfer more flexible, 0.1% registration duty with no allowance.

  • Preliminary audit (due diligence).
  • Drafting of the memorandum of understanding.
  • Reports from contribution/merger auditors.
  • Approval by an extraordinary general meeting (EGM) of the participating companies.
  • Legal publication and filing with the commercial registry.

These transactions must have a valid economic purpose to qualify for the tax neutrality regime.

It protects the buyer against the discovery of prior debts or liabilities.

  • Duration: 3 to 5 years.
  • Cap: often equal to the purchase price or a negotiated percentage.
  • Mechanisms: escrow, price adjustment, thresholds/deductibles.

  • Income tax reduction (IR-PME): up to 25% of the amounts invested (annual cap: €50,000 for a single person, €100,000 for a couple).

  • Partial wealth tax exemption (if applicable).

  • Preferential regimes for financial instruments: BSPCE, warrants (BSA), free shares.

  • LBO (Leveraged Buy-Out): acquisition of a company financed partly through bank debt.

  • MBO (Management Buy-Out): takeover by the incumbent management team.

  • MBI (Management Buy-In): takeover by an external management team.

  • Leverage effect: increases the return on equity but entails higher risk due to debt financing.

  • Abuse of law if the transaction is artificial.

  • Tax reassessments due to overvaluation or undervaluation.

  • Disputes over the enforcement of asset and liability warranties (ALWs).

  • Risk of reclassification as a taxable distribution if the conditions for tax neutrality are not met.

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