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Our philosophy involves tight collaboration between our legal and tax teams
CORPORATE / M&A / PRIVATE EQUITY
M&A et Private Equity
BERRYLAW advises and assists its clients, whether they be management teams, entrepreneurs, investment funds or French and international industrial groups, in all strategic transactions.
Our services in this respect cover operations such as mergers and acquisitions, LBOs, external growth operation, corporate restructuring, equity investments and carve-outs. We also help our clients with the creation of joint ventures, business combinations and fundraising.
In this respect, we provide assistance at each stage of the transaction process, frequently liaising closely with clients’ financial advisers and other experts at our law firm on:
- Due diligence
- Contractual documentation
- Corporate governance
- Legal structuring
- Equity capital operations, mergers, contributions, winding-up
- Shareholder relations
- Management package, family business/private company transfer and governance structuration
- Pre-litigation phase
Management package and sale of business
Harnessing their extensive experience of the world of entrepreneurs, our lawyers advise investment funds and management teams on how to structure the investment of the managers alongside their investor-shareholders. Liaising closely with our tax department, we advise company managers and founders who wish to pass on their business. In addition, our employment law experts are frequently called upon to help optimise the terms and conditions of executive officer compensation, both in France and worldwide.
Committed to providing long-term support to our clients, we also do our best to meet their more recurring needs on a daily basis. As such, we may be called upon to monitor a company’s legal affairs, advise on the issuance of complex securities or draft intercompany commercial or financial agreements.
Drawing on our international experience, we have forged close and lasting ties with a broad network of law firms, all ready to help drive your projects in France and worldwide.
Structuring of M&A transactions / Private Equity / Real estate
BERRYLAW assists French and foreign groups and investment funds with transactions concluded in France and elsewhere, such as acquisitions, LBOs, LMBOs, refinancing arrangements, joint ventures and restructuring.
Our experts are on hand to guide their clients through every stage of the project: buy-side or sell-side due diligence, negotiating and drafting contractual tax clauses, devising and implementing acquisition structures, bespoke financing arrangements and calling on liability guarantees. We can also help with acquisitions of real estate company portfolios and real estate sale-and-leaseback transactions.
Thanks to our international culture and worldwide partner network we are able to assist clients with cross-border projects and tackle the most challenging international tax issues.
In keeping with our commitment to provide long-term support, our experts help their clients to optimise their tax strategy and manage the tax aspects of their daily business, covering both direct and indirect taxes:
• calculation and review of taxable earnings, management of effective tax rate and tax loss carryforwards
• managing tax credits, including the French research, cinema, audiovisual and international film tax credits
• establishment of tax consolidated groups
• application to the tax authorities for tax rulings in the case of complex scenarii
• management of intercompany cash flows and transfer pricing
• VAT, payroll taxes
BERRYLAW also provides assistance with non-recurring transactions such as mergers, business transfers and demergers, in France and worldwide.
Assistance with tax audits and litigation
BERRYLAW provides support for corporate clients in connection with tax audits and litigation before judicial and administrative bodies as well as tax collection procedures (negotiation of payment deadlines with tax authorities, requests for cancellation or reduction of penalties, etc.).
Harnessing our extensive experience, we define a bespoke strategy in order to obtain results in the shortest possible time, while staying on good terms with the tax authorities.
PRIVATE CLIENTS – FAMILY BUSINESS
STRUCTURING PRIVATE AND/OR PROFESSIONAL ASSETS
BERRYLAW advises individuals and families who own businesses (with or without family offices) in the search for the optimal tax structure of their professional and private assets, in France and abroad.
The Private clients – family business team strives to provide tailored advice to its clients, which it accompanies during the evolution and diversification of their assets (participation, transmission, implementation of family pacts).
Our team relies on our M&A team and our foreign partner firms in order to put in place the appropriate structures for each entrepreneur or family group and meet the requirements of each of its clients.
The Private clients – family business team assists managers in structuring their remuneration on a national and international level (the implementation of split payroll, impatriation bonus…).
BERRYLAW is also involved in the implementation of management packages, stock options plans, free shares, etc…
TAX/CRIMINAL TAX DISPUTES
The Private clients – family business team also intervenes in the course of tax disputes that may arise and assists its clients in the search and conclusion of transactions with the tax administration.
In a context of strengthening tax procedures, we have developed with Farthouat Avocats law firm a particular expertise in assisting our clients in the context of binding procedures:
- Tax inquiries: assistance during the proceedings to ensure that our clients’ rights are respected and appropriate remedies are exercised
- Criminal prosecutions for tax offences: assistance in the investigation, up to the correctional hearing.
REAL ESTATE CONSTRUCTION
BERRYLAW advises legal and real estate departments, as owners or occupants, on issues related to the management and development of their real estate assets in regards with their office, retail or business activities.
BERRYLAW assists its clients notably with:
- Negotiation and drafting of commercial leases;
- Negotiation and drafting of leases concluded prior to completion;
- Real estate transactions: due diligence, risk analysis, negotiation of rental clauses;
- Leases execution, renewal and termination.
The Real Estate team cooperates closely with the Tax and Corporate teams every time a case requires a transversal approach.
Berrylaw advises real estate developers on their development and land reparcelling activities as well as on their building operations.
REAL ESTATE DISPUTES
Our team also has a solid experience in the following areas:
- Rental litigation, especially regarding rent renewal, eviction compensation, collection, performance of contractual obligations and restitution of premises;
- Construction litigation, including preventive summary proceedings and civil and commercial litigation;
- Co-ownership litigation.
Paula Frias Nahmias
Paula Frias Nahmias
ECONOMIC LAW AND INTELLECTUAL PROPERTY
As competition issues and protection of intangible assets are core features of corporate strategy, BERRYLAW offers advice and assistance in economic law and intellectual property law.
ASSISTANCE WITH M&A TRANSACTIONS AND ANTITRUST FILINGS
We support clients involved in mergers and acquisitions with regard to pre-acquisition due diligence processes covering contractual issues and intellectual property, as well as antitrust filings.
Commercial law and distribution
Our experts are on hand to provide legal and tax assistance to clients in the process of setting up distribution networks of any kind (listing, commercial agents, commission selling, brokerage, business finder services or cooperation).
Our services also cover consumer law, including issues such as misleading and aggressive commercial practices, resale below cost and promotion campaigns.
More broadly, we act as a partner to our clients in drafting their business contracts, services agreement and terms and conditions of sale.
Providing both advice and litigation services, we regularly help clients with terminating business relations, claims proceedings and, more generally, litigation arising in connection with contract performance.
IP/IT and personal data
Furthermore, we provide assistance to French and international clients with regard to personal data protection (GDPR) and the valuation and protection of intangible assets such as trademarks, patents, designs and models and copyright.
Our experts are ready to provide advice and assistance in all areas of employment law.
We work closely and proactively with clients by seeking to establish a long-term trust relationship in managing industrial relations at both individual and collective levels, providing both advice and litigation services.
Staff hiring at any level raises a number of questions regarding status, working hours and compensation, to name but a few, to which our experts can provide a suitable response.
Litigation risk arising from employment contract termination is also a thorny issue which we know how to anticipate and deal with alongside our clients.
Staff representative bodies are social partners on which companies must rely for the execution of collective agreements enabling them to operate more efficiently and adapt to changes more quickly. Our experts can harness a wealth of experience to help you manage industrial relations at your company.
Employment aspects of M&A transactions
Working closely with our M&A and corporate tax experts, we conduct due diligence and assist clients with mandatory information and consultation procedures prior to acquisitions, disposals and restructuring. Our services also cover redundancy plans, collective termination by mutual consent plans, collective performance agreements, employee transfers and harmonisation of collective employment status.
Our mastery of all the relevant areas of expertise means we can also help set up customised employee savings plans (mandatory and optional profit-sharing schemes, company and group savings plans, etc.) and employee shareholding schemes (bonus share and stock option plans, founders warrant grants, etc.).