Corporate litigation

CORPORATE LITIGATION

Our team has recognized expertise in corporate finance litigation (post-acquisition disputes), corporate governance disputes (shareholder disputes and liability of directors and officers), as well as in the resolution of corporate difficulties.

Litigation in relation with acquisitions and corporate finance

The acquisition of commercial companies and businesses entails numerous risks for those involved, during the negotiation and performance phases of the acquisition contract and any ancillary agreements (asset and liability warranties, earn-outs, agreements on intellectual property rights, commercial contracts, non-competition undertakings, etc.).

We also support our clients in disputes arising before or after the acquisition, particularly in relation to the following:

Wrongful termination of negotiations
Implementing or defending against the implementation of asset and liability warranties
Valuation of the price of shares by an expert (article 1843-4 of the French Civil Code)
Asserting the seller’s liability in the event of a defect in consent (fraud, error, etc.).
Management of disputes arising from the transfer of contracts by way of acquisition (partners, suppliers and customers).
Post-acquisition price adjustments (earn-outs)

Disputes between shareholders and governance related disputes

Shareholders and managers have different interests, entrepeneurial or asset strategies and are this may result in conflicts or disputes, especially when the interests that brought them together in the first place drift apart over time.

These conflicts are the most complex to resolve, requiring psychology, creativity, mastery of the rules of governance and the ability to work in collaborative mode with the company’s other partners.

This is why we are regularly called in to help managers and shareholders resolve disputes that may arise from:

the performance or non-performance of shareholders’ agreements (implementation of approval, pre-emption, tag along or drag along clauses, non-competition, blocked voting, etc.)
Unbalanced relations between majority and minority shareholders (abuse of majority or minority voting rights, shareholder activism)
Corporate governance (convening and holding of shareholders’ meetings and board meetings, compliance with majority rules)
the conclusion and performance of regulated agreements
Exclusion or withdrawal of shareholders (implementation of exclusion clauses, determination of share value)
Removal from office of corporate officers

Liability of directors and corporate officers

Corporate officers are exposed to extensive civil and criminal liability when they are required to perform their duties in compliance with the company’s “constitution” (articles of association and shareholders’ agreements), the scope of the mandate and mission entrusted to them by shareholders, and increasingly complex laws and regulations.

Our team is regularly consulted on the definition, optimization and implementation of a risk management strategy for corporate directors (risk mapping and delegation of powers), and to support directors or companies in terms of:

Enforcement by the company, shareholders or third parties of the contractual or tortious civil liability of the de jure or de facto director, in the event of breach of the articles of association, mismanagement or misuse of his powers and company assets.
Defense of the de facto or de jure director in the context of collective proceedings (liability for insufficiency of assets)
Criminal defense of the director and the company (liability and sanctions under Book VI of the French Commercial Code).

Difficulties faced by companies

Our team assists clients in defending their interests when faced with the default of their customers, partners or suppliers, whether this involves filing their claims or ensuring recognition of their property or contractual rights vis-à-vis the insolvency authorities.

In addition to the litigation phase, we work alongside the firm’s other teams during the conciliation, ad hoc mandate and amicable settlement phases as part of the mechanisms for preventing business difficulties.

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