MERGERS AND ACQUISITIONS

FAIRWAY lawyers advise in the following areas:

Mergers & Acquisitions, private equity transactions, strategic partnerships and joint-ventures
  • Data room creation and management
  • Legal and tax due diligence on behalf of the seller or the buyer
  • Pre-acquisition reorganizations
  • Negotiation and drafting of pre-contractual documentation (confidentiality agreements, letters of intent, offers, etc.) and contractual documentation (investment agreements, acquisition agreements, representations and warranties, shareholders’ agreements, partnership contracts, business purchase agreements, etc.) particularly on behalf of investment funds and industrial or business services groups.
Acquisition finance, basic and complex securities offerings and other financing
  •  Legal validation of contemplated financing and security offerings.
  •  Negotiation  and drafting of financing documentation and related guarantees and collateral.
  •  Establishment of management packages.
  •  Creation of cash pools.
  • Structuring, restructuring and ongoing corporate matters
    • Legal, tax and social structuring of contemplated transactions and creation of investment vehicles.
    • Transactions involving asset/cash contributions, mergers, spin-offs, partial contributions of assets, transfer of business undertaking, business leases, etc.
    • Drafting of intragroup agreements.
    • Legal support for all common and uncommon operations related to a company’s business.
    Tax
    • Assistance linked with the acquisition, financing and sale of companies (audit investigations, identifying most favourable structure, negotiation of prior regulatory approvals when necessary with French tax authorities, etc.).
    • Optimization of cash flows (tax consolidation, VAT, international taxation considerations), general aspects of business taxation (in a national and international context).
    • Asset Engineering
    • Implementation Establishment of incentive programs, management packages or employee shareholding programs.
    • Assistance with tax audits inspections and litigation.