Corporate – M&A

Structure. Grow. Transfer.

The Corporate – M&A team of Coblence avocats advises companies, their shareholders, directors and officers, as well as investment funds and family offices, on their strategic transactions involving growth, transfer and reorganisation.

It acts on the full scope of equity transactions, including full or partial sales and acquisitions, combinations, carve-outs and capital reorganisations. It also advises its clients on private equity transactions, from venture capital through to buyout transactions, whether majority or minority, including management reinvestment and incentive structures.

The team is able to handle the entire transaction lifecycle, from legal and tax structuring through to the negotiation and implementation of transaction and financing documentation, as well as the conduct of acquisition or vendor due diligence. Particular attention is paid to governance issues and to securing the lasting balance of capital and decision-making within the company.

The Corporate – M&A practice operates as part of a cross-disciplinary approach, in close coordination with the firm’s other practice areas, in order to deliver coordinated responses to the legal, economic and human issues raised by these transactions.

OUR APPROACH

Mergers and acquisitions and private equity transactions require a global reading of the issues, beyond their purely legal dimension. The firm’s work is rooted in a strategic advisory mindset, integrating economic constraints, the balance between stakeholders and our clients’ long-term objectives.

Our approach relies on close collaboration with the firm’s other practice areas, in order to deliver coherent and coordinated responses to complex transactions, from their structuring through to their implementation and follow-up.

Our service offering

Corporate – M&A structuring and governance

  • Incorporation of companies, structuring of groups and design of governance frameworks.
  • Drafting of key agreements (confidentiality agreements, letters of intent, shareholders’ agreements, investment protocols).
  • Management of capital balances, powers and shareholder relations.

Mergers and acquisitions and equity transactions

  • Advice on external growth transactions, sales, mergers, spin-offs, partial asset contributions and capital reorganisations.

Acquisition audits and vendor due diligence

  • Acquisition legal audits and vendor due diligence.
  • Pre-deal decision support for acquisitions or disposals.

Representations and warranties

  • Drafting and negotiation of representations and warranties in connection with disposal or acquisition transactions.
  • Structuring of warranty mechanisms.

Private Equity, LBO and capital investment

  • Advice to investment funds, family offices and management teams in LBO, MBO, OBO, development capital and transmission capital transactions.

Venture Capital and start-up support

  • Advice to investors and start-ups at every stage of development.
  • Structuring of fundraisings, shareholders’ agreements, securities issuances and liquidity mechanisms.
  • Business-oriented, growth-focused approach.

Management packages and governance for directors and officers

  • Advice to directors and officers, managers and founders on the structuring and implementation of management packages and incentive plans.
  • Advice on remuneration, alignment of interests and governance.
  • Long-term securing of the relevant mechanisms.
  • Transactions in strategic sectors.
  • Consideration of sovereignty, regulatory and legal certainty issues.

Financing and securities issuances

  • Preparation and negotiation of financing documentation in connection with Corporate – M&A transactions.
  • Issuance of financial securities (ordinary shares, preferred shares, composite securities).

Liquidity and transmission in mid-market and family-owned companies

  • Advice to family shareholders on liquidity, capital opening and disposal transactions.

Equity story and shareholder strategy

  • Definition and structuring of the equity story in fundraising or LBO transactions.
  • Alignment of interests between investors, directors and officers, and management.

Distressed M&A and special situations

  • Advice on the acquisition and disposal of distressed or underperforming companies.
  • Structuring of takeover, carve-out or reorganisation transactions in sensitive contexts.
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