Directors and officers

Advising directors and officers at the decisive and strategic moments

of their careers

Coblence avocats has built a dedicated team known for its work advising and representing senior executives, managers and corporate officers, of both listed and unlisted companies, as well as in private equity and venture capital environments.

Led by Chantal Giraud-van Gaver and Ludovic Dorès, the team brings together lawyers with recognised know-how, enabling it to provide its clients with cutting-edge expertise covering all issues specific to directors and officers (legal status, governance, remuneration, taxation, reputation and liability).

Our team supports directors and officers in particular during the critical phases of their careers, from taking up office through to the negotiation and management of their departure. By the very nature of their roles, they may be exposed to ethics or compliance investigations, or even face burnout situations. We act in such complex or sensitive contexts in order to provide tailored support that takes into account the specific features of their positions and the risks inherent in their status.We also work on the audit and implementation of governance and compliance frameworks, as well as on the structuring and negotiation of management packages and incentive arrangements, including in international contexts.

Our Approach

Our team stands out for a deliberately personalised approach, designed bespoke for each individual director or officer, taking into account the uniqueness of their career path, issues and objectives. We place the individual at the heart of our advisory work, building individualised strategies that integrate all dimensions — contractual, employment, corporate, tax and compliance — relevant to their status and role. This global and cross-disciplinary approach allows us to anticipate risks, seize opportunities and offer each client informed, relevant and effective advice in line with the complexity of their situation, while proactively defending their interests at every key stage of their career and notably upon exit.

Our service offering

Entry, tenure and exit of directors and officers

  • Advice to directors and officers on taking up office (negotiation of the employment contract, corporate office, suspension of the employment contract, specific clauses) and throughout the evolution of their careers.
  • Assistance in negotiating their exits, whether negotiated or imposed, with specific expertise in the exit of very high-profile directors and officers, in sensitive or exposed contexts with significant financial and reputational stakes.

High-risk litigation and defence of directors and officers

  • Assistance and representation of directors and officers in sensitive disputes with significant personal and strategic stakes.

Management packages and incentive arrangements

  • Structuring and negotiation of management packages and incentive mechanisms tailored to the roles of directors and officers.
  • Advice in private equity, LBO, build-up and capital markets contexts, in coordination with the Corporate – M&A and Tax teams.

Governance and compliance for directors and officers

  • Advice on governance, the organisation of powers and the responsibilities of directors and officers.
  • Advice on compliance, risk prevention and the observance of legal and regulatory obligations.

Expatriation, international mobility and cross-border mandates

  • Legal and tax structuring of expatriation and international mobility situations for directors and officers, and specific management of returns from expatriation.
  • Implementation of international mandates, multi-jurisdictional contracts and split payroll arrangements, in connection with the tax team and foreign corresponding firms.
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