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Conception of a legal and fiscal framework

A preliminary study must describe, in detail, the judicial and fiscal framework of the solution that each of the parties have chosen to put into place after the auditing phase.

Based on the end goal, the challenges and the constraints of the operation, the office will:

• determine the different types of investment frameworks necessary to acquire the assets, or titles of holding companies of these assets, in order to select the structure that will optimise the return on investment
• define how the existing assets and holding structures will be managed to optimise the profitability of the transaction
• evaluate the inherent risks involved in this process and accordingly choose the most adapted and secure solutions
The choice of investment framework depends on:
• the client’s economic objective
• the taxation system where the investment is being made and the residence of the investor

Example :

Acquisition of a company in the context of a Leveraged Buyout
The creation of a financial holding company, responsible for providing an industrial impetus and commercial activities in its subsidiaries, would give the holding company an economic activity. This would allow the company to recover the VAT on acquisition costs and bill services to its subsidiaries, which provides an additional revenue stream to complement the dividends.
The creation of a Simplified Joint-Stock Company, SAS ou société par actions simplifiée, is an advisable choice because it allows for a bond to be issued which could be converted into mezzanine debt. This retains the possibility of eventually creating a supra-holding company for patrimonial transfer of the business, management or financing purposes.

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The interdisciplinary expertise of the Selarl Bruno Bedaride, notaire in Paris covers the following areas: corporate law, international contracts law, legal and tax advice, advice for international transmission, real estate law, family office, real estate and company finance law. We offer more particularly our services to non residents or foreign company who wish to invest, move or create a business in France.