Mergers & acquisitions · Fundraising · Corporate law
Corporate and M&A counsel to shareholders and founders.
From the first question to signing.
The firm advises shareholder-directors, founders and investors, from structuring the transaction to completion.
First call by video or phone: €200 excl. VAT, deducted from the engagement if you instruct the firm. Or on WhatsApp.
A firm dedicated to corporate transactions
Corporate law · M&A · Shareholders’ agreements · Restructurings
Bilingual support for directors and investors
Contents
The firm’s guides, one situation at a time.
The first call
Thirty minutes to frame your transaction.
A video or phone slot with the lawyer who will run the file: your objective, the timetable, the sensitive points and the scope of work. You leave with a fee proposal.
- 1You pick a slot and pay €200 excl. VAT (€240 incl. VAT) online.
- 2The firm runs a conflict check. If there is a conflict, the call is cancelled and refunded.
- 3You speak with the lawyer. If you instruct the firm, the €200 is deducted from the fees.
Book a 30-minute callFree cancellation up to 48 hours before.
Your transactions
Six moments where legal structure decides what follows.
Each situation calls for trade-offs made upfront. What is not negotiated at the outset is paid for on exit.
Opening your capital
Raising funds or bringing in an investor?
Fundraising · Capital structuring
A funding round is not decided on valuation alone, but on the dozens of clauses that will govern your room for manoeuvre over the following five years. The point is to finance growth without surrendering the ability to decide.
- Cap table review and preliminary legal due diligence.
- Term sheet, shareholders’ agreement, representations and warranties where applicable.
- Instruments: preference shares, warrants, convertible notes, employee share options.
- Post-closing governance: corporate bodies, information rights, liquidity provisions.
Selling your company
Preparing to sell your company?
Share transfer · Representations and warranties
A sale is prepared well before the letter of intent. The headline price is only part of the equation: the adjustment mechanism, the scope of the warranties and the duration of your undertakings determine what you will actually retain.
- Preparation of the transaction and early identification of deal breakers.
- Share purchase agreement, warranties, cap, de minimis threshold, duration.
- Price mechanisms: locked-box, completion accounts, earn-out.
- Escrow, conditions precedent, non-compete undertakings.
- Guide: how does a share sale work in France?
- Guide: does a letter of intent commit you to sell?
- Guide: how does an earn-out work?
- Guide: escrow or first-demand guarantee, securing warranty claims
- Guide: why audit your company’s corporate records before selling?
- Guide: selling shares in an SCI or real estate company
Acquiring or growing by acquisition
Got a target in mind?
Share acquisition · Legal due diligence
Taking over a company means inheriting its liabilities as much as its business. Due diligence is not about producing a list of risks, but about knowing which ones are negotiated on price and which ones are covered by the warranties.
- Targeted legal due diligence and ranking of identified risks.
- Negotiation of the share purchase agreement on the buy side.
- Acquisition financing and structuring of the acquisition vehicle.
- Coordination with financial and tax advisers.
Organising shareholder relations
Rules between shareholders still to be written?
Shareholders’ agreement · Governance
A shareholders’ agreement is drafted when all is well, and used when it is not. A few weeks spent on exit provisions prevent years of deadlock when shareholders’ paths diverge.
- Approval rights, pre-emption, tag-along, drag-along.
- Interaction between the agreement and the articles, leaver provisions, cross-options.
- Governance: committees, reinforced majorities, veto rights.
- Anticipating breakdown scenarios and liquidity mechanisms.
- Guide: what is a shareholders’ agreement for?
- Guide: how does a share transfer approval clause work?
Reorganising your group
Too many companies in your group, or the wrong ones?
Mergers · Dissolutions without liquidation · Intra-group
A poorly sequenced reorganisation costs more than it saves. The order of the steps and their interaction with the tax calendar determine the outcome.
- Mergers, dissolutions without liquidation, partial asset contributions.
- Subsidiarisation, holding company formation, capital transactions.
- Intra-group agreements: cash pooling, service agreements, management fees.
- Coordination with tax and accounting advisers.
Resolving a shareholder deadlock
A shareholder blocking decisions?
Shareholder dispute · Settlement agreement
A disagreement between shareholders paralyses the business before it becomes expensive in litigation. A negotiated outcome remains preferable in almost every case, provided it is prepared from a sound legal position.
- Analysis of available rights and of the actual balance of power.
- Settlement agreement, share buy-back, structured exit.
- Minority shareholders’ information and inspection rights.
Method
One lawyer runs the transaction, and stays on after signing.
- 01
Understand
Your goal, your constraints, the timetable, and what your accountant and other advisers say. You then receive a fee agreement setting out the scope and the fee.
- 02
Structure
The possible options, costed with your advisers, and what each one commits you to. You decide with the full picture.
- 03
Negotiate and complete
Letter of intent, due diligence, agreement, warranty, conditions precedent: the firm drafts, negotiates and keeps the timetable through signing and filings.
- 04
Stay on board
Integrating the target on the buy side, following the warranty on the sell side, reorganising the group once the deal is done.
More than 10 years of practice, a limited number of transactions each year, advice in French and English.
Fees
An amount agreed before we start.
Time spent is not a measure of the value delivered. Fees are set by reference to the transaction, not to the number of hours it takes.
01
No hourly billing
Time spent does not measure the value delivered. Where a transaction does not lend itself to a fixed fee, a capped budget is agreed, and billing remains below it if the time spent allows.
02
Fixed fee per transaction
The amount is determined at the outset, by reference to the nature and stakes of the transaction, and recorded in a fee agreement before any work begins.
03
Monthly retainer
Ongoing corporate support, open to a limited number of groups and companies.
The firm
A single point of contact, never an isolated adviser.
LABIGNE AVOCAT is an independent firm dedicated to corporate finance transactions. The firm pilots your transaction from start to finish: structuring, negotiation, documents, completion. And it stays on board after signing: integrating the target on the buy side, following the warranty on the sell side, reorganising the group once the deal is done.
Each transaction brings together the skills it calls for. The firm coordinates the advisers on the deal.
Mickaël Labigne has practised in business law firms for more than 10 years. He is admitted to the Paris and New York Bars. Transactions are conducted in French and in English.
Track record
Representative transactions
Role of the firm, sector, nature of the transaction.
Cross-border sale, France / Germany
Conduct of the French law aspects of the sale of a French subsidiary by a foreign group to a German acquirer.
Seed financing, Technology
Advising an early-stage technology company on its convertible note issue and the implementation of its employee share option plan.
Corporate housekeeping, Real estate
Ongoing corporate work for a real estate investment fund: formation of the vehicles, capital transactions, shareholder meetings and related-party agreements.
Joint venture, Industry
Structuring of a joint venture between two industrial groups: investment agreement, shareholders’ agreement and governance arrangements.
Shareholder exit, Private equity
Advising a fund on a shareholder exit governed by a settlement agreement, including the interaction of the documents and the sequencing of the steps.
Ongoing support, Technology
Handling the corporate work of a technology group and reviewing the key documents of its funding round, consistently with the group’s organisation.
Equity investment, Distribution
Advising a family-owned distribution group on a significant equity investment in a group in the same sector.
Equity investments, Technology
Advising a technology client on its investment transactions: review and negotiation of the shareholders’ agreement, corporate documentation, management package.
Contact
The firm answers your questions.
Telephone
Appointments
Languages
French, English
Address
3 rue du Louvre, 75001 Paris, France
A project in the making?
An initial discussion allows the timetable, the sensitive points and the scope of work to be framed. First response within 48 business hours.
Or write directly on WhatsApp, or book a 30-minute call.