Mergers and Acquisitions
Our Paris-based lawyers established a first-rank capability in structuring and executing complex M&A transactions, both domestic and cross-border. They are particularly known for handling matters involving multiple jurisdictions and/or of an unsolicited or hostile nature. The Paris office represents a broad array of public and private companies, private equity firms, investment banks, governmental entities, and other institutions and individuals in a wide range of matters, including handling in some of their most important legal issues.
We have served as lead counsel advising both bidders and targets in some of the largest and most complex M&A transactions and have acted in every type of M&A transaction.
We advise on:
- negotiated acquisitions and dispositions;
- hostile transactions and contests for corporate control;
- joint ventures;
- governance issues on behalf of directors and senior managements; and
- corporate restructurings, including spin-offs and split-offs, and other techniques for refocusing value.
We operate as an integrated practice without office or jurisdictional boundaries, in a broad sector focus, which includes pharmaceuticals, life sciences, energy, financial institutions, mining, natural resources, telecommunications, technology and retail. We seamlessly coordinate with top local counsel across jurisdictions where Skadden does not have an office or practice local law to provide the best advice on each matter.
We are on the cutting edge of innovation on behalf of our clients and have, in particular, been involved in:
- creating France’s first trust structure (or fiducie), in order to guarantee against specific long-term risks (environmental, health and safety risks, etc.) in the context of the sale of a subsidiary by a French group (as an alternative to the traditional escrow mechanism);
- incorporating the first ever French European company (Societas Europaea) listed on Eurolist by Euronext Paris S.A.; and
- incorporating the first ever Societas Europaea created within the European Union as a result of a tripartite merger, involving three separate jurisdictions (France, Germany and Italy).
Paris office attorneys represent corporate, governmental and investment banking clients on a variety of capital markets transactions including initial public offerings, rights offerings, high-yield financings, offerings of regulatory capital and hybrid securities, global equities, and equity-linked and debt security offerings.
Our experience includes advising:
- the French government and its advisers in the context of several privatizations;
- issuers and lead arrangers in the context of the privatization of airlines and aerospace companies;
- issuers and lead arrangers in the context of IPOs involving French and international companies; and
- issuers in the context of rights offerings and debt financings.
Skadden’s tax practice in Paris advises across the full range of corporate and financing transactions, and our lawyers have considerable experience in strategic tax planning and implementation issues associated with cross-border transactions.
The Paris tax team has unique experience in tax litigation, including assisting in tax audits and litigation before tax courts in France and the European Court of Justice. We have litigated groundbreaking tax cases relating to domestic and international tax issues such as transfer pricing, double taxation treaties and European law. We also have a great depth of experience in managing commercial litigation where the key issues relate to or revolve around tax aspects.
Our tax experience extends to other activities, including restructuring, structured finance (such as project finance), private clients and VAT.
Through a combination of the firm’s tax lawyers resident in London, Frankfurt and Paris and carefully chosen strategic alliances and contacts throughout Europe, Skadden’s European tax team has a first-rank cross-border capability.
Skadden’s Paris banking practice is a multidisciplinary team that advises French and international companies, financial institutions, private equity firms and other investors on a wide range of complex debt financing and refinancing matters. Our team counsels on acquisition financings, domestic and cross-border syndicated credit transactions, equity derivatives matters, structured financings and leveraged transactions.
The banking practice also represents clients in the finance aspects of pre-insolvency negotiations and other reorganization and restructuring matters.
Dispute Resolution and Investigations
Skadden’s Paris office has taken a lead role in some of the most complex litigation, arbitration and investigations in the French market in recent years. These include high-profile matters such as advising several leading French banks in ongoing investigations by the U.S. authorities for violations of international sanctions laws and related multibillion settlements, and advising a major international tobacco producer on a $1 billion-plus arbitration involving distribution agreements in Africa.
Our attorneys specialize in disputes and investigations involving multiple parallel proceedings, and those with high levels of commercial or political risk. The group is part of Skadden’s renowned global Dispute Resolution and Investigations teams. In 2013, Skadden was named Law Firm of the Year: Dispute Resolution by Chambers Global and Dispute Resolution Team of the Year by Legal Business for the second consecutive year. The American Lawyer named Skadden among the top firms in its 2013 “Arbitration Scorecard” and classified the AAR matter we advised on as the world’s largest arbitration award for the last decade. In 2015, the French directory Leaders League/Décideurs rated the Paris team as “excellent” for Financial Disputes and Commercial Disputes, as well as AMF, ACPR and listed operations disputes.
The scope of our dispute resolution practice is broad. Our attorneys act for French and other multinational companies, financial institutions, sovereign states,and other major institutions in the commercial, telecommunications, engineering, energy and financial services fields. We undertake domestic French and multijurisdictional litigation and international arbitrations, including arbitrations under bilateral investment treaties, the ICC, LCIA, ICSID and UNCITRAL rules, and under the auspices of the other major international arbitral institutions.
We have extensive experience in devising strategies for dealing with the complex jurisdictional and practical difficulties that can arise with parallel or related arbitrations and litigation, including where state parties are involved. We often work as co-counsel with other European firms and advisers, providing strategic advice, where required. Our approach is to use small, focused teams of lawyers for each case and provide a streamlined and cost-efficient service.
Our lawyers are able to handle the full range of arbitration advice, including appointing and challenging arbitrators, resolving jurisdiction issues, drafting arbitration agreements, pleading complex cases, liaising with arbitral institutions, undertaking advocacy at hearings and enforcing arbitration awards throughout the world.
Skadden’s French investigations team is part of Skadden’s global Government Enforcement and White Collar Crime Group. We advise on complex compliance and enforcement matters including internal investigations and the resolution of administrative and enforcement proceedings involving either French authorities (e.g. AMF, CNIL, Autorité de la Concurrence etc.) or foreign authorities (e.g. DOJ, OFAC, DANY, NYFRB, Federal Reserve).
We defend corporations, directors, officers and employees against allegations in various business contexts and at every stage of the investigation and enforcement process. Our attorneys also regularly assist corporate clients in establishing, implementing and enhancing state-of-the-art compliance programs.
Our cases span the full gamut of subject areas and types of allegations, including anti-bribery and corruption, anti-money laundering, compliance and training, consumer financial services, sanctions, financial institutions regulatory issues, securities and derivatives enforcement, and tax-related investigations.
We handle matters both within France and across the greater European region, with notable experience in U.S.-led investigations and investigations involving growth markets. Our attorneys have been involved in some of the most significant investigations ever in the French market. In 2014 our European team won Who’s Who Legal’s inaugural Investigations Firm of the Year award.
Recent highlights include advising Christine Lagarde in the “Tapie” case (a €400-plus million settlement with Crédit Lyonnais); and advising a former UBS trader in connection with a French AMF investigation and related criminal proceedings for alleged insider trading on the GEODIS and ILOG stocks.
Labor and Employment
Skadden’s Labor and Employment practice in Paris advises businesses on a wide range of strategic employment and labor matters to help our clients with the intricacies of French labor law and to better manage the related risks.
We frequently advise on employment issues that arise in corporate transactions, including consultation requirements and post-merger integration. We also represent companies on cross-border employment issues as well as restructurings and reorganizations including collective redundancies (lay-offs and voluntary departure plans).
We also have extensive experience counseling on other collective relations issues, including collective bargaining and industrial disputes, the introduction and implementation of workplace policies, and contracts and data protection. Additionally, we advise on senior management contracts.
Skadden’s Paris attorneys also handle employment-related litigation including criminal cases and contract disputes concerning unfair dismissals, discrimination and harassment.
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