• the legal and fiscal consequences of how it is implemented
• the multiplicity of stakeholders who need to identify their roles
• the scope and the limitations of the contributions of each person taking part in the project
• coordinating the actions of stakeholders and verifying that they respect their obligations
To ensure the project is completed successfully and the client’s objectives are met, it is essential to do the following things before putting the project in motion:
• set up a team and define each person’s precise role and responsibilities
• define how the team will coordinate and manage its work, while taking into consideration the client’s economic objectives
• audit the assets and their structural holdings
• undertake a judicial and fiscal analysis of possible solutions to understand their consequences, feasibility and the inherent risks in each solution
• finalize negotiations
• contractualize the negotiated terms
• compile the dossier presenting the financing to be put in place
• finalize the transfer of the assets and the actions following signature
International transactions are by nature complex operations, not only because of the number of stakeholders involved and the financing challenges, but also because of differences in applicable legislation and regulations in each country. In an international context, it is necessary to bring together teams of auditors and writers who can exchange information and understand the judicial, fiscal and accounting consequences of the project for each of the entities concerned and potentially for their associates. This multi-stakeholder approach allows us to thoroughly define the best method of implementation for all of the concerned parties.
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
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.
Our office is capable of providing project management for our clients. We first define the organisational structure of the project, taking into account each stakeholder. Then we oversee the project, monitoring its progress until its successful completion.