Services

Whether negotiated in connection with a change of control or in the case of large companies, in connection with implementing incentive plans, structuring how corporate executives and managers access share capital, i.e. management packages, need to comply with a number of legal and tax requirements, while allowing to maintain the fragile financial equilibrium between the risks borne by the head of the company and their managers as investors, as well as their earnings prospects.

The technicity of such mechanisms should not curtail the primary objective of creating a long-term alignment of interests between majority shareholders, corporate executives and their key managers, which is conducive to retaining talent and collective value creation.

Whether or not instituted in connection with a transaction, each management package represents an opportunity to create value provided that related requirements, particularly in relation to liquidity, respond to the company’s needs and managerial requisites of its directors.

With 20 years of experience and all the advantages of an independent law firm, OPLEO Avocats is recognized as a leader in this field, advising corporate executives and their key managers throughout their negotiations with majority shareholders, and in the execution and ongoing considerations of management package arrangements, particularly in the context of LBOs.

Recognized in the private equity arena, particularly for negotiating management packages, coupled with strong expertise in advising entrepreneurs on professional capital matters, OPLEO Avocats also assists private investors, including business angels, in capital investment transactions, regardless of the target company’s level of maturity.

Organizing and defining an efficient wealth management strategy that creates value for oneself or for a family-owned business are the main concerns of key business leaders and high net-worth individuals.

Any wealth management strategy is shaped by the given economic and tax framework, and the specific professional and family background of each individual concerned.

The efficiency of such strategies depends on having a comprehensive view beforehand of an individual’s assets by means of carrying out an audit, and subsequently having the ability to manage the impact of putting in place recommendations, whether reversible or not, while taking into account changes that could occur along the way.

Whether in relation to an objective to manage assets or cash flows, or protect or transfer one’s assets, any wealth management strategy requires use of technical means, in the form of a contract (as varied as a change in matrimonial regime, gift giving, division of property, drafting a will, a post-mortem mandate or even a lasting power of attorney) or of a structural nature (the choice of incorporation of a civil or commercial company, establishing a foundation, a custodial agreement or testamentary trust) and implementing financial investments in the appropriate legal and tax framework (particularly, through a French or foreign incorporated company, in the contractual framework of a French or Luxembourg law life insurance policy, or even use of tax envelopes such as stock savings plans).

Whether used for professional purposes, a rental investment or personal property, real estate is always a major strategic decision for key business leaders and high net-worth individuals. The acquisition, investment and transfer of real estate require personalized advice and strong legal and tax expertise.

Key business leaders and high net-worth individuals who have built their wealth can grow their personal capital through a strategy based on diversifying and optimizing their assets, while still pursuing their cultural and philanthropic objectives.

In this respect, the acquisition of works of art or historic monuments, forming a collection, participating in public interest projects, both domestically and internationally, allows clients to diversify their investments, to reduce their taxes, either immediately or in the future, while still contributing to cultural and philanthropic initiatives.

The first step in creating value for executives, whether shareholders or not of their company, is managing their career throughout their professional lifetime.

The principal areas that concern our clients are status and compensations (maintaining or not continued employee and corporate officer status, setting up service agreements, collection of directors’ fees, variable and deferred compensation mechanisms, employee share ownership, etc.), social security (retirement and disability, maintaining unemployment insurance for employees or setting up private protection measures, such as “GSC”, etc.), developing a career strategy within the company or elsewhere in France or internationally (either in the context of the company’s international mobility policy or not), defending their interests and reputational risks when at the company’s initiative, they are asked to leave.

In order to generate business and create value, corporate executives need to seize and create new opportunities.

To aid their strategic decision-making and give them peace of mind, corporate executives need to be able to pre-empt practices with potential risks, both at the civil and criminal law levels. We help them gain this awareness through a comprehensive audit that maps out responsibilities, coupled with an audit of existing delegated and sub-delegated powers of authority, in order to correct, as needed, any current practices in place.

Harassment, violence, stress, suffering in the workplace, burn-out or simple misunderstandings, and all forms of discontent stemming from a personal level or the work environment, can affect any company, regardless of size.

Beyond mapping out the inherent risks of each company, OPLEO Avocats puts particular focus on psychosocial risks that are common in all companies and which could call into question executives’ liability.

Every company executive can at some point be confronted with a crisis situation. If the executive is the sole authority capable of coping with an economic crisis, internal employment related conflicts that can result from such crisis can at times surpass the corporate management context.

Faced with the macroeconomic and political context that they sometimes have less control over, company executives can at times find themselves confronted with exacerbated employment related conflicts, which can lead to situations that block the company’s productivity, or even acts of violence, including heated debates on company governance in instances where compensation packages are challenged and management is called into question.

Part human resources management and part financial data management, the legal and tax structuring of compensation and incentive programs, should also address governance considerations especially when executives are directly concerned.

The importance of defining a salary policy that satisfies the expectations of company executives and their key managers, as well as the goals to optimize company performance, has become a real challenge in the ever evolving French legislative environment.

Furthermore, competitiveness depends more than ever on a company’s ability to retain talent. This is even truer in sectors of innovation where value creation depends above all on human capital. In this context, allowing key managers access to the company’s share capital can prove to be a good solution.

Considered a significant career step for both the executive relocating and for the company that undertakes the relocation on behalf of its key executives, international mobility should be carefully monitored within a legal, tax and employment law framework, which also takes into account the personal impact on the employee’s life and implications on personal assets.

In connection with our experience working with corporate executives on their career management in an international context, OPLEO Avocats has developed specialized expertise in advising executives and human resources teams on how to structure and implement international mobility policies that are adapted to the company’s needs and objectives, both with regard to their international development goals and their compensation policies, for the benefit of their key managers.

In relation to international mobility, relocating employees outside of the country where the company is based is often a preliminary step to developing the company’s activity abroad.

In contemplating the relocation of an employee, the first priority of business executives and their human resources teams is to comply with the local employment law regulations.

However, having just one employee in a country other than the country of incorporation can generate numerous substantial consequences with regard to the national law, and also with respect to tax law, company law, as well as employee benefits.

Prior to any development, growth or even business transfer initiative, it is important to define and put in place a solid decision making strategy among shareholders (whether institutional and industrial) that functions at the operational level, and is supported and driven by a structured corporate governance.

At the outset, a company’s corporate governance structure and shareholder relations are the basis for generating the value creation process. As a result, such governance allows for the transferability of shares and as such, contributes to facilitating a business transfer.

The performance of a company’s business capital is often related to an entrepreneur’s ability to seize new growth opportunities, both in terms of high potential assets and financing their development.

With backgrounds in private equity, M&A and capital markets, our lawyers use their talent to advise entrepreneurs in launching and executing corporate finance transactions, from the reorganization of their corporate share structure to carrying out capital growth projects.

At each stage of a company’s development, we provide entrepreneurs with integrated legal, tax and labor law support, in relation to their acquisitions and external growth projects, sales and acquisitions of subsidiaries, and acquiring a controlling interest and/or minority share interest.

Sometimes a professional asset, sometimes an entrepreneur’s personal asset, professional property when used as an operating resource for a company, represents an important element in creating value.

Whether in the context of a real estate acquisition, reorganization or sale, our teams are particularly attentive to managing the legal and tax aspects of such assets.

Indicative of a company’s identity, the corporate image is often intimately related to the personality of its founder.

Considered an economic asset (industrial, commercial, managerial, etc.), the corporate image goes beyond the framework of the company founder and can become an extremely powerful intangible asset in value creation when it contributes to enhancing or managing a company’s reputation.

Corporate image impacts different vectors and most importantly the values it communicates (promoting the arts and sciences, sustainable development, sports, access to education, etc.)

As such, sponsorship, particularly in the context of corporate foundations, allows a company to increase its exposure by bringing together both its internal and external regular public while also attracting new partners.

Organizing the transfer of your own company, considered as a lifetime accomplishment or as an asset, represents a major stake for any entrepreneur. Our experience, enriched by our clients’ experience, allows us to foresee all the dimensions which are key to understanding a family-owned business in its entirety.

Regardless of the circumstances, whether retirement or to pursue a new opportunity, and especially in the event of the death of the founder, the succession of a family-owned business should be planned in advance with appropriate safeguards. In general, this means determining whether the transfer will remain within the family circle.

If within the family circle, the company transfer should foresee measures with regard to protecting the control and/or value of the company both with regard to the entrepreneur and his/her family circle (in particular, by enacting various tools such as one or more so called French law “Dutreil” pacts, drafting a will or post-mortem mandate, organizing the family governance or the donation of funds, etc.), as well as structural considerations (in particular, by putting in place liquidity arrangement, structuring a family LBO or even a complex share issuance).