The firm's lawyers have acquired solid experience in corporate disposals and sales.

Lafourcade Avocats covers all the common merger and acquisition operations: preparing letters of intent and memorandums, auditing "targets", negotiating, preparing documentation (acquisition and financing contracts, shareholders' agreements, asset and liability guarantees).

The firm has conducted numerous operations involving a variety of procedures (Open Bid, etc.), for listed and non-listed companies.

Our lawyers counsel clients on the legal and business issues that could ultimately mean the difference between a successful deal and one that is not. When appropriate, we involve other professionals with whom we’ve developed close working relationships that may be helpful to our clients in their efforts to find and close on the right deal.

We coordinate the bankers, accountants, financial advisers, attorneys and other participants in a deal to bring them to a timely and successful closing.

We understand that the client’s purchase, sale, merger or acquisition is the client’s transaction, and that our client wants and needs attorneys who will work with them in consummating the deal.  Working with our client means that we work cooperatively with our client and clearly understand the role that we are being asked to play.   We understand that it is our client’s business objectives that must be met, not ours.

OUR LAWYERS PROVIDE COMPREHENSIVE FRENCH MERGER & ACQUISITION LEGAL SERVICES, INCLUDING ADVICE ON STRUCTURING OF POTENTIAL TRANSACTIONS, PRE-ACQUISITION DUE DILIGENCE, NEGOTIATING AND DRAFTING AGREEMENTS, ASSISTANCE WITH FINANCE, AND ASSISTANCE WITH STATE AND AGENCY FILINGS, INCLUDING:

When representing a seller, preparing the seller for the sale months in advance;

Drafting and review and analysis of acquisition agreements and letters of intent;

Drafting and review and analysis of stock purchase, asset purchase, and reorganization agreements;

Drafting and review and analysis of confidentiality agreements, non-compete agreements, employment agreements, severance plans, stock option plans;

Drafting and review and analysis of consulting and engagement agreements with investment banking firms;

Drafting and review and analysis of loan commitment agreements, security agreements; and,

Review and analysis of voting agreements, prospectuses, proxy statements, information statements, stockholder rights plans

We have expertise and experience in providing the following services when representing buyers or sellers.

Pre-transaction planning and preparation, including determining objectives and priorities;

Initial contact and preliminary negotiations;

Examining and choosing among structural alternatives including asset acquisitions, stock acquisitions, share exchanges, mergers, forward and reverse triangular mergers, debt financing, installment sales, and the availability of pooling-of-interest accounting;

Analysis of tax implications including whether the transaction will be taxable;

Determining transaction timelines;.

Negotiation of appropriate letters of intent and related confidentiality agreements, including protection of the seller’s trade secrets, "no-shop" or "lockup" clauses, and "fiduciary out" clauses;

Assistance in determining the timing and content of public announcements regarding the transaction; and

Review of the corporate documentation of both parties, the authorization and issuance of outstanding shares, prior compliance with applicable securities laws, preemptive rights and related matters.

WE HAVE EXPERTISE AND EXPERIENCE IN PROVIDING THE FOLLOWING SERVICES WHEN REPRESENTING BUYERS:

Assistance in assessing target’s rights to its intellectual property including its software, trademarks, and service marks;

Review and analysis of target’s material contracts including major consulting or project contracts, software licenses, development and distribution agreements, real estate and personal property leases, employment agreements, nondisclosure and non solicitation agreements, loan agreements and other financial arrangements, insurance policies, general distribution arrangements, joint ventures, and option agreements;

Other due diligence items such as assessment of existing employee benefit plans, litigation, title to certain assets, business licenses, environmental compliance;

Assistance in negotiating the definitive agreement including the details of the representations and warranties, the allocation of risks between the buyer and the seller, provisions addressing employee benefit plans and other personnel matters, indemnification arrangements and limitations on liability, details of exchange ratios, "earn-out" arrangements, conditions relating to needed financing, and other closing conditions;

Documenting related corporate matters, such as approvals by the Board of Directors and shareholders;

Preparing for and conducting the closing of the transaction;

Follow up with regard to "post-closing" matters, such as filing appropriate forms; and,

Handling post-closing disputes.