Running a Fundraising Round: Pre-Money and Post-Money Valuation
Fundraising starts from the premise that the startup has a value that can rise sharply when an investment is made.
Shareholders’ Agreement in a French SAS vs SARL: Pacte d’associés or Pacte d’actionnaires?
Pacte d’associés and pacte d’actionnaires: the same document under different names, or real legal distinctions? What it changes in practice depending on the company’s legal form.
IP Ownership in an R&D Collaboration Agreement: Who Owns the Results?
R&D collaboration: who owns the results? Freedom of contract, employee inventions (Art. L. 611-7) and joint ownership of patents (Art. L. 613-29 et seq.).
Employee Inventions in France: How Should an Innovative Company Manage Them?
Article L611-7 of the French Intellectual Property Code (Code de la propriété intellectuelle) classifies employee inventions into three categories.
How to Protect Non-Patentable Know-How in an R&D Project in France
Non-patentable know-how: protection as a trade secret (Article L.151-1 of the French Commercial Code), three cumulative criteria and reasonable protective measures.
Seller Warranties in a Business Sale in France: What to Provide For
The protection of the buyer of a business (fonds de commerce) rests largely on the seller’s statutory and contractual warranties.
Types of Insolvency Proceedings in France: A Complete Guide
Judicial safeguard proceedings are preventive: they are aimed at companies in difficulty that are not yet in cessation of payments.
Pre-Pack Sale in France: How to Prepare a Sale Before Insolvency Proceedings
A pre-pack sale (prépack cession) makes it possible to prepare the sale of the business confidentially before insolvency proceedings open. Rationale, steps, advantages and conditions for success.
Negotiating SPA Warranties in France (Garantie d’Actif et de Passif)
How do you negotiate a warranty and indemnity (garantie d’actif et de passif) in a sale transaction? Scope, caps, thresholds, duration, enforcement mechanisms: the key points for the seller and for the buyer.
Management Fees in a French Group: Tax Deductibility Conditions and Risks
Management fees are subject to strict conditions of tax and legal validity. Real services, proportionality, documentation: what a group risks when its agreements do not stand up.
Sale of a Business in France: Creditors’ Opposition to Payment of the Price
The law gives the creditors of the seller of a business (fonds de commerce) a right to oppose payment of the price, which blocks the funds until their rights are settled.
Can You Sign an SCI Share Transfer Remotely? Electronic Signature Rules in France
This article in brief Yes, the French Civil Code (Code civil) accepts electronic writing for deeds where writing is required for validity, under the conditions of Articles 1366 and 1367.The electronic signature must rely on a reliable identification process that guarantees its link with the deed.A document that is scanned, signed by hand and sent […]
BSPCE vs BSA vs Free Shares (AGA): Which Tool for Which Objective?
BSPCE, BSA, AGA: three incentive mechanisms with different rationales. Beneficiaries, legal conditions, tax and social security regimes.
How to Exit a French Company Without a Shareholders’ Agreement
You want to sell your shares but there is no shareholders’ agreement. What are your remedies, your rights and the options available depending on the company form?
How to Terminate a Trademark Licence in France for Damage to the Brand Image
Damage to the brand image by the licensee: on what basis to terminate the licence, and the role of the quality control clause and of termination for non-performance.
Redressement Judiciaire in France: What Company Directors Need to Know
Your company is in cessation of payments. Is judicial reorganisation (redressement judiciaire) still possible? Conditions, effects, observation period, plan or sale: what a director needs to understand.
GDPR Processor: Return or Deletion of Data at the End of the Contract
Deletion, return of data and destruction of copies at the end of a data processing agreement: what Article 28(3)(g) of the GDPR provides.
Approval Clause in France: Definition, Role and Procedure
The approval clause controls the entry of new shareholders into the share capital. Rules for the SARL, the SAS and other joint-stock companies, procedure and buyback explained by our lawyers.
Share Buyback in France: Can a Company Buy Back Its Own Shareholders’ Shares?
A company may buy back its own shareholders’ shares in the cases strictly provided for and regulated by law.
Hidden Defects After a Business Sale in France: What Remedies?
Hidden defect after buying a business (fonds de commerce): rescission action, price reduction action, two-year time limit, fraudulent misrepresentation (dol). The buyer’s remedies under the French Civil Code (Code civil).
Lawyer Fees for an SCI Share Transfer: What Does the Deed Cost?
The article in brief Four cost items are often confused: fees, registration duties, formalities costs and tax on any capital gain.Lawyers’ fees are freely set and fixed in an agreement concluded before the engagement begins.Analysing a rejected deed, drafting a new deed and taking over a matter already under way do not involve the same […]
Judicial Liquidation in France: Protecting Your Interests and Avoiding Sanctions
You are dealing with a difficult situation when your company is in cessation of payments. Article L640-1 of the French Commercial Code governs judicial liquidation…
How Do Insolvency Proceedings Work in France?
Insolvency proceedings in France cover three procedures: safeguard, judicial reorganisation and judicial liquidation. Conditions, steps, court-appointed officers and the role of creditors.
Data Transfers Outside the EU: Which GDPR Standard Contractual Clauses (SCCs) to Use?
Adequacy, standard contractual clauses (Decision 2021/914), derogations and Schrems II requirements: how to give a transfer of data outside the EU a proper legal framework.
Action for Shortfall of Assets in France: Conditions and Risks for Directors
The action for shortfall in assets can put a director’s personal assets at stake in a judicial liquidation. Conditions, management errors at issue, available defences, limitation period.
50/50 Shareholder Deadlock in France: Which Clauses Break the Impasse
A company held 50/50 by two shareholders is structurally exposed to deadlock, as neither can prevail in a collective decision.
Exclusive or Non-Exclusive Trademark Licence in France: The Strategic Impact
Choosing between an exclusive and a non-exclusive trademark licence is a strategic decision that determines the royalty, the obligations and the licensee’s protection.
Transfer Pricing Documentation in France: Which Companies Are Affected?
Any company that trades with related entities abroad may be affected by transfer pricing. Thresholds, documentation requirements, risks: what you need to know.
Safeguard Proceedings in France: How to Prevent Insolvency
Safeguard proceedings, provided for by Article L620-1 of the French Commercial Code, are aimed at companies in serious difficulty but not yet insolvent…
Company Dissolution in France: Definition and Legal Steps
Dissolution formally ends a company’s business, without immediately bringing about its legal disappearance.
