EXPERTISES > M&A AND PRIVATE EQUITY LITIGATION

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Our team has recognized expertise in “high net worth” litigation (post-acquisition disputes), corporate governance disputes (shareholder disputes and liability of directors and officers), as well as in the settlement of corporate difficulties.

Acquisition litigation (“high net worth”)

The acquisition of commercial companies and businesses entails many risks for those involved in the negotiation and execution of the acquisition contract and the related agreements that may accompany it (guarantee of assets and liabilities, earn-out, agreements on intellectual property rights, commercial contracts, non-competition agreements, etc.).
We also assist our clients in their pre- or post-acquisition litigation, particularly in the following areas
– Abusive breach of contract
– Implementation or defense of the implementation of an asset and liability guarantee
– Expertise of the purchase price (article 1843-4 of the Civil Code)
– Implementation of the seller’s liability in case 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)
– Adjustment of the price after acquisition (“earn-out”)

Conflicts between shareholders and governance

Due to the heterogeneity of their interests or their entrepreneurial or patrimonial strategies, shareholders and managers are bound to oppose or clash, even more so when the interests that brought them together have become distant over time.
These conflicts are the most complex to resolve because they require psychology, creativity, mastery of the rules of governance and the ability to work in collaborative mode with the company’s other partners.
We therefore regularly intervene with managers or shareholders in the settlement of disputes that may arise from
– the execution or non-execution of the shareholders’ agreement (implementation of approval, pre-emption, joint exit or forced transfer clauses, non-competition, blocked vote, etc.)
– the imbalance in the relationship between majority and minority shareholders (abuse of majority or minority rights, shareholder activism)
– the corporate life of the company (convening and holding of general meetings and boards of directors, compliance with majority rules)
– the conclusion and execution of regulated agreements
– the exclusion or withdrawal of a shareholder (implementation of exclusion clauses, determination of the value of shares)
– the dismissal of a corporate officer

Liability of managers 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” (bylaws and shareholders’ agreements), the limits of the mandate and mission entrusted to them by the shareholders, and increasingly complex laws and regulations.
Our team is thus regularly consulted in the definition, optimization and implementation of a risk management strategy for the executive (risk mapping and delegation of powers), as well as in the support of the executive or the company in terms of :
– implementation by the company, the shareholders or third parties of the contractual or tortious civil liability of the de jure or de facto director, in case of violation of the articles of association, mismanagement or misuse of his powers and abuse of the company’s assets
– Defense of the de facto or de jure director in the context of collective proceedings (action for liability for insufficient assets)
– criminal defense of the director and the company (liability and sanctions under Book VI of the Commercial Code)

Corporate difficulties

Our team assists its clients in defending their interests when they are faced with the default of their customers, partners or suppliers, whether it is a matter of declaring their claims or ensuring the recognition of their property rights (claim actions) or contractual rights with respect to the bodies of the collective proceedings.
In addition to the litigation phase, we work alongside the firm’s other teams during the conciliation, ad hoc mandate or amicable settlement phases as part of the mechanisms for preventing business difficulties.

Typical assignments

– Expert appraisal procedure to determine the value of securities sold in the context of a forced sale of securities following the termination of a corporate mandate
– liability action against a former executive following the purchase of his shares and the discovery of misappropriation of assets
– defense of minority shareholders with the placement of the company under provisional administration, engagement of the responsibility of the auditor and criminal complaint against the director (Ponzi pyramid)
– contesting the dismissal of a CEO and suing for damages and exercising the option to sell his shares
– judicial sequestration of company shares in the context of a conflict between partners linked to the application of a “good/bad leaver” clause
– defending a healthcare operator (breach of contractual commitments) in the implementation of a partnership relating to the creation of a public-private health and medical-social centre
– defense of a health cooperation grouping on the claims of one of its members (mismanagement, dismissal of a director and a co-manager, claims for the nullity of general meetings, dismissal of a co-manager of the company, etc.)
– minority expertise in the context of a conflict between partners

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