The professional and personal lives of key business leaders are often closely intertwined. Each decision impacts their professional, personal or human capital. In order to respond to all their needs, OPLEO Avocats has developed a set of services to specifically focus on professional capital, personal capital and human capital, the key drivers behind the virtuous circle of value creation.

Whether an entrepreneur, a business executive, a majority shareholder or a private investor, all key business leaders are at some point prompted to seek expert advice in relation to their virtuous circle of value creation depending on the particular phase of their career path or personal trajectory.

Key business leaders

Executive Managers,
Reference shareholders,
Private Investors

Personal Capital

Regardless of their role within a company, key business leaders inevitably have personal capital generated either or both through their human capital and their professional capital. Focused on the needs of key business leaders our services also extend to high net-worth individuals in coordination with their other advisors (notaries, private bankers, etc.). Our role involves advising not only on domestic matters, but also encompasses cross-border considerations.

With a particular focus on companies, considered as an investment or as an asset for diversification of one’s own personal capital, we combine our services with a comprehensive approach to the situation of our clients’ personal assets.

OPLEO Avocats advises corporate executives and their key managers in negotiating and structuring their access to the capital stock of their company, most frequently through LBOs, or as advisors to majority shareholders or investors, in relation to their investment capital transactions.

OPLEO Avocats provides all key business leaders with tailored services to comprehensively structure and manage their personal wealth, including the structuring and managing real estate and fine art assets. With solid expertise in this area, our services also extend to high net-worth individuals in coordination with their other advisors (notaries, private bankers, etc.).


Management Packages

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.

OPLEO Avocats also provides expertise to corporate executives and their human resources teams in connection with setting up share ownership incentive plans in all types of public and non-public companies.

A core activity of the Firm along with our hallmark wealth management practice, our management package activity mobilizes all of our cross-disciplinary skills in legal, tax, employment law matters, as well as wealth management. We liaise with our clients’ financial advisors to structure personalized and interactive decision-making tools, including value allocation models for different financial instruments and modeling for profit-sharing plans, as well as analysis of the individual or collective tax situations.

We also audit existing management packages and assist our clients in their dealings with the tax authorities in cases when the nature of capital gain is questioned, for instance, when their management package is unwound.


Using Investment Capital

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.

Whether advising on venture capital transactions involving startups or new companies with high growth potential,   expansion capital involving more mature companies or buyouts, OPLEO Avocats advises on all aspects of matters involving the acquisition of equity interests, including negotiating and drafting agreements between shareholders (liquidity commitments, determining rules on the distribution of financial proceeds, defining corporate governance guidelines, etc.), in addition to monitoring and managing such equity interests.


Wealth Management

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).

A key player in wealth management, OPLEO Avocats works alongside its clients, both French and non-French tax residents, in identifying objectives and constraints, and puts in place personalized tools in order to have a comprehensive and transverse understanding of their personal and professional assets.

We advise key business leaders and high net-worth individuals in their wealth management strategies, from managing assets and revenue to protecting such assets and their transfer, both in France and in cross-border situations.

In addition, we also assist our clients with their tax filing requirements and in managing their dealings with the tax and labor authorities, emphasizing regular dialogue and contact, even in litigious situations.

While our clients are thoroughly capable in their own professional environment, they often require assistance when it comes to wealth management. Value creation in this context no longer only depends on their talent, but rather on multiple external factors that need to be identified in advance. To avoid risks and recommend opportunities, we believe it is essential to take a comprehensive and cross-disciplinary approach and establish trust through working closely and proactively with our clients on such matters.

A core activity of the Firm, clients benefit from a team of experts in personal taxation who have thorough knowledge of the wealth management legal issues at stake, particularly French civil law considerations for individuals. They also have the essential interpersonal and communication skills to successfully complete such assignments.


Structuring and Managing Real Estate Assets

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.

With solid experience in this area, OPLEO Avocats defines together with its clients, objectives and real estate investment strategies. OPLEO Avocats advises clients and assists them in structuring their investments throughout each stage of property ownership.


Investment Diversification in Works of Art

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.

As an extension of its expertise in wealth management, OPLEO Avocats advises key business leaders in their choices and in structuring their fine art investment projects.

Human capital

Human capital encompasses the knowledge, skills, experience and know-how of key business leaders. We primarily advise executives, both shareholders and non-shareholders, but we also assist their human resources teams in reviewing and implementing compensation and benefits policies for key executive employees, both domestically and internationally.

OPLEO Avocats advises both shareholding and non-shareholding executives in piloting their careers in France and abroad, as well as in managing and preventing professional liability claims. In relation to this, we have also developed a program specifically focused on pre-empting and managing psycho-social risks and internal upheavals.

In advising its clients, OPLEO Avocats particularly focuses on preventing and managing the reputational risks of corporate executives.

Our extensive experience with high potential professionals combined with our proven expertise in management packages allows us to provide personalized and tailored services to attract and retain talent, both in France and abroad.

OPLEO Avocats has expertise in international mobility issues affecting corporate executives and key managers. We also ensure assistance to key managers in France wishing to develop their activity abroad or those in foreign companies aiming to develop business in France.


Career Management of Corporate Executives

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.

OPLEO Avocats ensures tailored advice to key business leaders in making decisions when their career paths are at stake, from negotiating their status and compensation to pre-empting reputational risks.


Preventing and Managing Professional Liability Claims

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.

In connection with these essential steps to guard against risk, OPLEO Avocats provides corporate executives with the tools needed to prevent and manage risk, and helps them implement such tools within their company.


Preventing and Managing Psychosocial Risks

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.

The range of situations that could call into question corporate executives’ liability has broadened since recent case law now requires them to carry out a psychosocial risk diagnosis process, the absence of which would expose them to serious employer liability claims.

Faced with this challenge, OPLEO Avocats has a proven track record in preventing and advising on such related disputes, including managing employment termination.


Preventing and Managing Internal Upheavals

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.

With extensive experience assisting company executives and their human resources teams in negotiating collective agreements with employee representatives, OPLEO Avocats has the capability to put in place specific measures, from preventing risks to setting up a crisis unit, with the needed level of responsiveness and agility required in such situations.


Retaining and Attracting Talent

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.

OPLEO Avocats structures compensation packages with company executives and their human resources teams, both for themselves and for their key managers (particularly, based on variable and deferred bonuses or in certain cases, on employee share ownership) and incentive plans (payment of complementary and supplemental retirement and disability plans), tailored and respectful of the company’s short-, medium- and long-term strategy and objectives, and in line with market regulations and recommendations with regard to compensation and incentive plans of corporate executives.

Our proven experience in management packages, particularly in the context of LBOs, has naturally led us to perfect formulas allowing high potential managers to access the company’s share capital, which go beyond traditional systems of employee share ownership, whether a listed or un-listed company, subject or not of an LBO.


Managing International Mobility

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.

Focused on serving a limited group of high potential clients, OPLEO Avocats provides comprehensive and tailored assistance, both prior to and throughout the relocation process, with regard to the legal, tax, employment and benefits considerations that specifically take into account the key manager’s personal situation and assets.

Our assistance includes handling the outsourcing of international mobility services, in instances when developing certain services abroad is not warranted in relation to the limited circle of managers concerned.

Our team also advises corporate executives and their companies, in managing their dealings with the government tax and labor administrations, favoring above all else, dialogue and contact, even when litigation is involved.


Relocating Human Capital in France and Internationally

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.

In this respect, OPLEO Avocats advises both French companies aiming to develop their activities abroad and non-French companies interested in developing their activities in France.

OPLEO Avocats provides assistance that spans from managing risks associated with exploring the French market, to orienting choices in relation to the way to set up employees abroad.

Once these choices are made our teams are involved in establishing the entity and carrying out related reporting requirements, as well as in identifying the relevant legislation for employees’ taxes and benefits, and ensuring their optimization under the governing law.

Professional capital

The workplace is not only a means for key business leaders to demonstrate their talent, but it also represents a fundamental resource and asset in the case of family-owned businesses. Experienced in working with entrepreneurs who seek to create value for their company and for themselves, our role extends from structuring professional real estate assets to managing a company’s image through sponsorship and funding activities. We regularly advise on matters involving both French and cross-border considerations.

OPLEO Avocats advises entrepreneurs in all sectors and throughout all phases of their development, from organizing corporate governance and relationships among shareholders, to organizing the business transfer, as well as guiding them through corporate finance transactions.

Our assistance also includes assessing professional real estate, used to operate a company, but at the same time, considered a company asset and an entrepreneur’s private investment.

Entrepreneurs have access to the entire Firm’s expertise with regard to human capital both for themselves as well as for their company.

OPLEO Avocats also advises entrepreneurs who are concerned about their company’s image through sponsorship and fund contribution initiatives, particularly in the case of corporate foundations. Our assistance also extends to executives, whether shareholders or not of their company, whenever managing the corporate image is at the center of strategic issues.


Corporate Governance Structure and Shareholder Relations

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.

OPLEO Avocats supports entrepreneurs across a full range of industry sectors, regardless of their stage of development, from defining capital control methods to structuring related means (varying from setting up a controlling holding company to a complex share issuance) and corporate governance bodies (defining their authority, responsibility and remuneration, pursuant to market regulations and recommendations), guaranteeing a smooth and efficient decision-making process at each stage of a company’s lifetime.


Managing Corporate Finance Transactions

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.

Our role spans a broad spectrum, including putting in place liability guarantees as well as getting involved in restructuring matters, in addition to the capital raising strategy which starts with choosing the right investor.

OPLEO Avocats is involved in all phases of a transaction, from negotiating agreements to drafting legal documents (acquisition and asset sale agreements, representations and warranties, shareholder agreements, bylaws, liquidity undertakings, drafting the terms and conditions of complex financial instruments, etc.), as well as structuring the corporate, tax and labor law issues and their impact on the entrepreneur’s personal assets.


Structuring and Managing Professional Real Estate Assets

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.

With particular expertise in the relevant legal and tax considerations associated with professional real estate matters, OPLEO Avocats has the capability to support entrepreneurs throughout all stages of a transaction, including prior to the acquisition, during the negotiation phase, and in finalizing the sale, refinancing or transfer of real estate assets.


Managing The Corporate Image

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.

Philanthropists or conscious of the growing importance of community support and the impact it can have on the value of their professional capital, entrepreneurs are more and more inclined to engage in philanthropy and sponsorship opportunities, especially when such engagements also serve as a communication vector.

OPLEO Avocats has developed personalized services to meet the needs of entrepreneurs when selecting and putting in place a specific legal and tax framework to best communicate their corporate identity. Executives, regardless of whether they are shareholders or not, can also benefit from such services in instances when their corporate image can have a strategic impact.


Organizing Business Transfers

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).

Outside the family circle, it becomes essential to determine the buyer (increased capital contribution from an employee of the company, sale to an industrial or financial investor, etc.), as well as foreseeing the treatment of directors and executives of the company who have a capital interest in the company.

OPLEO Avocats helps entrepreneurs plan and define beforehand, and then structure and implement the different aspects of a company transfer, while taking into account the interests of the entrepreneur ceding his company as well as the buyer.

The pooled talents of our teams in trust and estate law, company law, tax and labor law, as well as our thorough knowledge of the challenges facing entrepreneurs, allows us to provide original tailored solutions when confronted with the issues of a company transfer.