Company

Directing and developing a COMPANY dynamically

VDV AVOCATS advises the company throughout its evolution, from incorporation to transfer or dissolution, encompassing all forms of development: development in France or elsewhere, restructuring, preparation for transfer of the company or the acquisition of new entities, creation of secondary sites, branches or subsidiaries.

VDV AVOCATS gives continuous support to its clients, including in periods requiring crisis management (insolvency, debt recovery, amicable and collective procedures, disputes between stockholders/partners).

Apart from monitoring current legal operations (company secretary services, increase/ reduction of capital, amendment of Articles of Incorporation, keeping the legal register and tracking share movements), VDV AVOCATS monitors the corporate projects of the company (choice and development of the appropriate legal structure, assistance with plans for internal and external growth and consolidation or transfer, restructuring, simplified mergers, transfer or acquisition of part of the/a company) and advises on the structured organization of stockholders (appropriate workable clauses in shareholders’ agreements, stockholder plans adapted to the circumstances).

This department focuses on various issues relating to company law:

company acquisition
company sale / transfer
incorporation
restructuring company groups, creating a holding company
company expansion at home or abroad
business development
selecting the most appropriate form of distribution for a company’s purposes:
- integrated distribution (subsidiary, branch or joint venture);
- use of intermediaries: salesmen, brokers, concessionaires;
- establishment of distribution networks: franchises, exclusive or selective distribution;
- trademark licensing;
- EIGs / EEIGs.
organizing and managing company personnel and the development of employment contracts
responding to problems in company criminal law
organizing appropriate forms of delegation
organizing company management and defining the legal status and liabilities of directors
anticipating and managing financial difficulties, organizing debt recovery
declaration of receivables
activating reservation of ownership clauses
continuously monitoring and managing the development of company stockholding

Our expertise

As a corporate lawyer since 1996, Fabienne van der Vleugel has managed many company transfers and the restructuring of many company groups.

Fabienne van der Vleugel holds a certificate of specialization in company law, with a specific qualification in company transfer and restructuring.

The company law specialization qualification is recognized by the National Council of Bars for lawyers with four years’ continuous professional practice in this field; the certificate is only awarded after confirmation by a jury of professional competence in the specialty. The grant of specific qualification specifies the principal legal subject area within the specialization qualification.

Examples of recent assignments handled by VDV AVOCATS

Exhaustive legal audit of the French subsidiary of a US company for confirming its legal establishment in France.

Advice to stockholders of a simplified joint-stock company (SAS) wishing to sell 100% of their shares to a prospective foreign purchaser.

Organization of the transfer of a majority stockholding in an SAS and reorganization of the group: transfer of part of its business, constitution of a holding company, negotiation of the letter of intent, transfer contract and assets and liabilities guarantee.

Restructuring a group of companies, with a Belgian parent company, French and US subsidiaries, with advice at all stages: organization of forward planning, coordination of the active team, preliminary tax advice, legal advice and share transfer deeds.

Advising the head of a company in preparation for his approaching retirement, tax and legal advice for appropriate restructuring, consolidation of several companies under an active holding company and restructuring of the group.

Overall monitoring and optimization study for the transfer of a family company (SARL - limited liability company) to potential third-party purchasers: organization of the pre-acquisition audit and coordination of the active team (accountant, tax lawyer, French notaire), consideration of the best applicable system, advice for presentation of the company to potential purchasers, negotiation and finalization of all the legal documents required, organizing meetings for negotiation and organization of the closing at the law firm.

Advising the purchaser of 100% of the shares in a public limited company (SA) - a service company: negotiation as from the letter of intent, constitution of the acquisition holding company, pre-contract subject to conditions precedent, acquisition audit report, final deed of transfer, transformation of the SA into an SAS after the acquisition, continuous legal monitoring of the (holding and operating) companies.

Advising the transferor for the transfer of 100% of the shares in a SARL, organization of a full asset transfer (TUP), handling of incidental matters in employment law.

Advising the transferor of three separate companies after activation of the assets and liabilities guarantee against its assets, negotiation of an agreement between the parties concerned.

Advising the potential purchaser of 100% of the stock in an SAS (industrial): negotiation, constitution of the acquisition holding company, pre-contract subject to conditions precedent, acquisition audit report, final deed of transfer.

Preparation of a plan for investment in the stock of an SAS, for the director and 40 employees, via the granting of BSPCEs (share capital subscription warrants); management of all the legal stages required for the operation.

Advising the legal department of a French subsidiary of a US group quoted on the NYSE, being established in the Paris region (negotiation of the commercial lease, confirmation of available legal options).

Company secretary services for six French subsidiaries of a foreign group, established in the Paris region.

Reconstitution of stockholder equity for an SAS and negotiation of the stockholders’ pact after the entry of new investors.

Advising the head of a company nearing retirement and definition of the strategy for the planned transfer of 100% of its capital.

Amicable and final settlement of a dispute between the stockholders of an SAS, subject to a stockholders’ pact.

Definition of the appropriate means for an SA with a Board of Directors to effect the distribution, negotiation and preparation of contracts for marketing its products in Europe and America, coordinating the project with lawyers and tax experts in the countries and states concerned.

Preparation of the legal and fiscal development strategy for an expanding French SARL, constitution of subsidiaries, management of intra-group relations and legal monitoring of all the group companies.

Advising a British company organizing its establishment in the Paris region: choice of the appropriate legal structure, company secretary services, negotiation of contracts for the company, monitoring the development of subsidiaries.

Organizing the sale of 100% of the ownership of a public limited liability company to a buyer : audit, sales act, guarantees.

Assistance of the president and the shareholders of a French company (a so-called SAS - société par actions simplifié, a privately owned company) for the acquistion, by a Spanish company, of the majority of the capital. Signature of the letter of intention, negotiation of all the contractual documents, notably the sales contract and the warranties. Organisation of the closing.

Assistance of a manager and shareholder who organizes his retirement and who has decided to proceed to the sales of shares and the sales of his business.

Organizing of the whole negotiating process to permit the seller to sell 100% of the capital. Selling price : 500K euros.

Full legal audit of a French company (SAS) willing to sell control capital to a foreign company investing in France.