Catégorie: Complex Operations

J&A’s expertise in transactional matters enables it to provide a global solution to the issues faced in the structuring, negotiation and implementation of these operations (external growth, sales/purchases of securities or assets, majority or minority stake holdings, business transmission and takeover etc.). J&A has the legal, tax, social and regulatory expertise to respond to every aspect of a transactional operation.

Acting for either the buyer or seller, J&A constitutes bespoke multi-disciplinary teams and thereby offers global advice in defining the terms of the operation, draftings all necessary legal documentation (offer letters, non-disclosure agreements, transfer protocols for assets or shares, contributions, mergers, warranty agreements, pacts, transition agreements, escrow agreements, etc.) and leading negotiations. J&A also carries out all related operations: legal due diligences, organisation of rooms, merger controls and foreign investments.

cJ&A is the ideal partner for its clients’ commercial projects, both on a national and international front. Our support is visible at all stages of a project: identifying the issues and risks, defining a strategy, undertaking a feasibility study (where applicable in association with overseas firms), drafting contractual documents, leading negotiations.

Developing solutions, often innovative, to serve a business purpose is the guiding principle of our services.

Every legal component of the project (contractual, corporate, tax, competition, employment, etc.) is apprehended by the relevant specialist teams of our Firm, all the specialist teams involved being led by only one partner liaising with the client.
For Legal Project/ Contract Management, J&A offers a dedicated primary contact for a multiple response.

A Major growth drivers, J&A assists its clients with their Private Equity operations or financing in the form of strategic debt. In Private Equity operations (risk capital, development capital and LBO), whether acting for the investor or the issuer, our services include the drafting and negotiation of the necessary documents (non-disclosure agreements, letters of intent, protocols, agreements, asset and liability guarantees, documentation for the issuance of compound securities and debt securities).

As for financing operations in the form of debts (bank, mezzanine, unitranche etc.), J&A manages the structuring (defining financing schedules and warranties, preparing term sheets) drafting and negotiation of the financing documentation (credit agreements, collateral documentation, subordination agreement, priority agreement, etc.), in particular for the purposes of M&A or Private Equity transactions. J&A also advises on the management of on-going financing (waivers, amendments, etc.).

J&A advises on strategic organisation and reorganisation operations (optimising the organisation of operations, human resources, accounting, finance and administration), J&A’s cross functional and global approach enable it to support its clients throughout the operation, during the periods of strategic reflection, structuring and implementation of the project.
J&A advises on the development and coordination of the restructuring plan to secure its successful completion, by providing an in-depth analysis of the planned operation and by drafting the legal documentation required for its realisation (structure, legal and tax impact memos).

J&A advises and supports its clients on the social aspects of their reorganisation operations to define the legal framework (company transfer, reduction in workforce, etc.), prepare the stages of consultation/negotiation with staff representatives (prior audit, business note, voluntary redundancy, collective contractual redundancy, employment protection plan, seeking a buyer, constituting dedicated teams, including consultancy firms specialising in remuneration, reclassification, regeneration and/or communication), supporte the consultations/negotiations, and implement the reorganisation measures that have been decided.
J&A also represents its clients in pre-litigations and litigations relating to the reorganisation operations.

J&A provides a tailor-made solution for each operation according to its specifics in terms of governance, early termination, potential deadlock situations and their management.

Continually seeking to strike a balance between the parties involved to ensure the project’s sustainability, J&A provides tailored advice on the relationship between shareholders and directors and draws up the documentation required for the realisation of the project.
J&A also advises on handling conflicts between the various actors.