François Herbert

Lawyer specializing in all aspects of corporate law (shareholders' agreements, acquisition of business assets/companies, holding structures), and wealth tax law (tax optimization, Dutreil pact, property splitting, real estate investments)

Corporate/M&A/Fundraising - Significant experience and deals:

- Advising Monte-Carlo Société des Bains de Mer (SBM) on the acquisition of Le Palace des Neiges company in Courchevel: Due Diligence, negotiation and drafting of all contractual documentation taking into account the specifics of the deal (LOI, Term Sheet, SPA (conditions precedent, GAP, compensation, etc.), counter-guarantee, etc.).

- Advising an Investor (Business Angel) for a Seed and Seed Extension fundraising: (i) negotiation and drafting of an investment agreement, with base investment and issuance of BSA Air, capital increase, amendment of articles of association and drafting of a concurrent shareholders' agreement, and (ii) investment extension/early exercise of BSA AIR by the Investor (capital increase/amendment of articles of association, drafting/negotiation of a new shareholders' agreement, mini-shareholders' agreements, issuance of a BSPCE plan).

- Advising the Hamelin Group on the acquisition of the Pelikan Group (Germany), owned by Pelikan International Corporation Berhad (PICB): negotiation and drafting of contractual documentation taking into account the specifics of the deal (LOI, Term Sheet, SPA, etc.).

- Regular advice to French and foreign Family Offices/VCs on Seed investment opportunities in French and European companies (review of investment agreements, R&Ws, pre and post-money cap tables, shareholders' agreements, analysis of anti-dilution mechanisms, preferential liquidation conditions, tag/drag/first refusal/lock-up/leavers/put/call rights, etc., privileged information rights, overall balance between investors and between investors and founders, etc.).

- Intra-group restructurings: intra-group sales, simplified mergers, partial asset contributions, etc.

Corporate M&A/Fundraising - Significant experience and deals:

- Advising a seller on the carve-out of one of its French operating companies to an American group: negotiation/drafting of a term sheet, a put option and an SPA (specific clauses for interim covenants and post-closing anti-leakage, cash injection, etc.), a minimum post-closing license purchase agreement with an exclusivity clause, etc.

- Advising Peugeot S.A. in the context of the PSA/FCA (Stellantis) merger: Due Diligence/Red Flag Report, various memos, organization and coordination of the restructuring and approval procedures for PSA group's financial captives (25 different jurisdictions).

- Intra-group restructurings: intra-group sales, simplified mergers, partial asset contributions, etc.

- Company formation, drafting of shareholders' agreements, commercial contracts, commercial leases, confidentiality agreements, sale of business assets, etc.