Fusions et Acquisitions

Nos avocats d’affaires ont une vaste expérience en fusions et acquisitions et représentent régulièrement des acheteurs ou des vendeurs lors de négociations d’acquisitions et de ventes de sociétés publiques et privées.  Grâce à notre compréhension des perspectives et objectifs de nos clients, nous pouvons identifier les problèmes en amont afin d’élaborer des solutions pratiques compatibles avec les stratégies de nos clients.

Nos avocats conseillent nos clients lors d’opérations concernant les achats d’actions et d’actifs, les fusions, les rachats d’entreprises, les LBO, les opérations transfrontalières et les opérations de « roll-up ».  Nous représentons également entreprises et actionnaires lors de l’achat et de la cession de blocs minoritaires et de contrôle et conseillons nos clients lors du financement de leurs acquisitions.

Notre clientèle inclut des sociétés de private equity ainsi que des « strategic buyers ».  Nous représentons des clients dans les secteurs des biens  de consommation, de l’énergie, du divertissement, de l’assurance, de la banque, des services financiers, des logiciels informatiques et de la technologie, de la biotechnologie, de la santé, des transports, des biens de luxe, de la mode, du voyage, des télécommunications, du e-commerce, de la distribution, des boissons, de la publicité, et de la presse écrite.  Nous avons une connaissance pointue des domaines dans lesquels opèrent nos clients, nous permettant ainsi de proposer une approche commerciale efficace tout en réduisant les coûts et en améliorant l’exécution de l’opération.

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Cohen & Gresser announces the expansion of its corporate offering with the appointment of Graeme Bell as Partner and Head of Private Equity in the firm’s London office. Graeme will advise clients on cross-border private equity transactions, mergers and acquisitions, and corporate restructurings. He has extensive experience in emerging markets, particularly in Africa, Russia, Central and Eastern Europe, and the Middle East, often acting for U.S. clients.

Kwaku Andoh is quoted in The Times’ Raconteur regarding the increasingly high-profile role of chief financial officers as dealmakers and salespersons during M&A transactions.

This year, three C&G attorneys were named as Law360 Editorial Advisory Board members:

Each year, Law360 selects a small group of practitioners from across the country for each of its practice areas and industries to aid in shaping the publication’s editorial content for the following year. 

C&G has been shortlisted for the International Financial Law Review’s (IFLR) 2018 Europe Awards M&A Deal of the Year for its representation of Berendsen plc, a European textile, hygiene, and safety solutions business, in its takeover by a French laundry services group, Elis. C&G advised Berendsen on aspects of the transaction relating to the French stock market. 

Dalenys, a fintech company based in France, was recently sold to Natixis for 160 million EUR. Cohen & Gresser's Paris team advised Dalenys throughout the transaction. The following French news outlets covered the story: 

Kwaku Andoh joins the firm's New York office after fourteen years at JPMorgan Chase, where he served as Managing Director & Associate General Counsel, advising on over $10 billion in investments, mergers and acquisitions, and venture capital transactions for all JPMorgan Chase lines of business worldwide.

C&G's Paris office has been recognized in the 2017 edition of Legal 500’s Europe guide for its work in four separate areas: Mergers & Acquisitions; Employment; IT, Telecoms and the Internet; and Tax. 

The firm’s French M&A practice has been recognized by Chambers & Partners in its recently released 2017 Europe guide in the Corporate/M&A: Mid-Market category. Chambers Europe also ranked Paris partner Guillaume Seligmann for TMT: Information Technology in France. Chambers' client commentary described Guillaume as "insightful, competent and efficient.”

Eiffel Investment Group, an alternative asset investor specializing in European credit and equities and a subsidiary of Cohen & Gresser client, the Impala Group, has reached a deal to acquire 100% of the ownership of Alto Invest, an independent asset management firm specializing in European small and mid-cap companies. Franck Le Mentec advised Impala on the tax aspects of the deal, while Angéline Duffour and Anna Milleret-Godet advised on the labor law aspects of the deal. 

We are pleased to announce that Cohen & Gresser's Paris office has been recognized in Legal 500's 2016 France guide for its work in three separate practice areas:  Mergers and Acquisitions; Employment; and IT, Telecoms, and the Internet.  Legal 500 also noted Cohen & Gresser's growth in Paris over the course of 2015 in its overview of the French legal market. 

Legal 500 analyzes the capabilities of law firms across the world.  Its rankings highlight "practice area teams who are providing the most cutting edge and innovative advice to corporate counsel." 

Cohen & Gresser advises The Royal Bank of Scotland, Dexia Crédit Local, and Bouygues Energies & Services FM France in the sale of their equity and shareholder loans in French company Théia

National French radio station RMC recently reached out to Paris partner Johannes Jonas, and interviewed him as part of a broadcast called “Carrément Brunet”, discussing whether France is able to attract foreign investors, and keep its young talent from moving abroad. Please click here to listen to the entire broadcast. 
 
*Note: Broadcast is in French
Each year, Law360 selects a small group of practitioners from across the country in each of its practice area and industry groups to aid in shaping the publication’s editorial content for the following year. This year, five C&G attorneys were named as Law360 Editorial Advisory Board Members: 
 

- Mark S Cohen, Partner:  White Collar Advisory Board

- Robert J Gavigan, Partner: Mergers & Acquisitions Advisory Board

- Bonnie J Roe, Partner:  Private Equity Advisory Board

- Daniel H Tabak, Partner: Legal Ethics Advisory Board

- Christopher M P Jackson, Counsel: Life Sciences Advisory Board

 

C Evan Stewart weighs in on how combining two U.S. real estate website giants will impact competition in the online real estate advertising market. 

C&G partner Robert Gavigan weighs in on the unique compliance challenges in multinational mergers. 

The 2014 edition of Décideurs Leadership & Management du Capital Humain has ranked Cohen & Gresser partner Angéline Duffour in its In-House Agreement Negotiations and Labor Relations category. Additionally, Cohen & Gresser's Paris office has been ranked as a Quality Practice in both the Reorganizations, Social Plans, and Related Litigation and the Employment Law Aspects of M&A Operations/Due Diligence categories, respectively.

Partners Mark S Cohen and Robert J Gavigan have been selected as members of Law360’s 2014 editorial advisory boards. Each year, Law360 selects a small group of practitioners from across the country in each of its practice area and industry groups to aid in shaping the publication’s editorial content for the following year.  Mr. Cohen was named to both the Banking and the White Collar editorial advisory boards, and Mr. Gavigan was selected for the Mergers & Acquisitions editorial advisory board.        

Facebook's recent acquisition of WhatsApp has resulted in scrutiny from European regulatory bodies in regards to issues of data security. Karen H Bromberg weighs in on the importance of including privacy attorneys as part of due dilligence in the M&A process.

Two hot topics in client conflicts have been client affiliate conflicts and advance conflict waivers.   A recent decision in the Western District of Pennsylvania addressed the intersection of these two topics using a novel approach, construing a law firm’s advance waiver provision as an agreement that created client conflicts that would not otherwise exist.  This article discusses the decision and provides suggestions on how law firms can insulate themselves from suffering  similar unintended results.

A recent SEC no-action letter provides significant relief from SEC registration requirements for so-called "M&A brokers," involved in the purchase or sale of privately-held companies.  Although the letter does not eliminate all of the risks involved in acting as or employing an unregistered intermediary in an acquisition, it represents a step in the right direction for those wishing to lift the regulatory burden on such intermediaries.

The Delaware Court of Chancery recently found that the board of Trados Incorporated did not breach its fiduciary duties in approving a merger of its company with SDL plc, even though the common stockholders received nothing, and the majority of directors approving the merger were conflicted through their relationships with the preferred stockholders. Trados is a reminder to boards to run a tight ship during the sales process.

C&G partners Karen H Bromberg, chair of the firm's Privacy and Data security group, and Kwaku Andoh, former Managing Director & Associate General Counsel at JP Morgan Chase whose practice currently focuses on M&A, participated in an interactive CLE webinar on data privacy in M&A transactions.

In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will provide the audience with an in-depth discussion of merger and acquisition activities and will help them understand the important aspects of this significant topic. Speakers will also offer best practices in developing and implementing effective M&A strategies and ensuring compliance with applicable laws.

The panel will address best practices for corporate counsel assisting boards of directors in fulfilling their corporate governance responsibilities, including the various ethical issues that may arise in evaluating an acquisition, conducting an internal investigation or other situations.