Governance
and Corporate Law

We draft and negotiate shareholders’ agreements and regulated agreements to secure relationships among stakeholders. Voting rights, exit provisions including drag-along and tag-along clauses, rights of first refusal, approval clauses, lock-up provisions, and liquidity mechanisms are structured to protect interests and prevent deadlock.

We incorporate alignment mechanisms such as earn-out provisions, ratchet clauses, and anti-dilution protections, as well as dispute resolution mechanisms. This expertise enables us to anticipate potential tensions and preserve shareholder stability.

We structure the organization and operation of boards of directors, supervisory boards, specialized committees including audit, compensation, nomination, and ESG committees, and executive management. We draft internal rules of procedure, define the powers of corporate bodies, oversee the appointment and removal of officers, and manage delegations of authority.

For listed companies, we ensure compliance with applicable corporate governance codes and transparency requirements. This structuring ensures secure and efficient decision-making.

We advise on all capital restructuring transactions, including capital increases whether in cash, in kind, or through the capitalization of reserves, capital reductions, share buybacks, and the issuance of convertible bonds or equity warrants including BSA and BSPCE instruments.

We oversee all legal formalities, secure authorizing delegations, and ensure compliance with preemptive subscription rights. For complex transactions, we coordinate corporate, tax, and financial considerations. This technical expertise facilitates fundraising and capital restructurings.

We manage bylaw amendments and corporate transformations, including the conversion of a simplified joint stock company into a public limited company, cross-border transformations, changes in corporate name, transfers of registered office, amendments to corporate purpose, and the introduction of specific provisions.

We handle information and consultation procedures with corporate bodies, draft proposed resolutions, and ensure completion of all required filing and publication formalities. These transactions enable companies to align their legal structure with strategic and regulatory developments.

We represent clients in all governance-related disputes, including challenges to shareholder or board resolutions, directors’ civil liability, majority or minority shareholder abuse, infringement of shareholder rights, and breaches of shareholders’ agreements.

We appear before commercial and civil courts to protect our clients’ interests. Our approach combines technical litigation expertise with the pursuit of negotiated solutions where they better serve strategic objectives. This dual capability secures our clients’ positions in crisis situations.