Commercial Lawyer in Paris

The PETROUSSENKO Business Law Firm, specialized in commercial law, business law, and corporate law, advises and accompanies traders, companies, and groups (holding and subsidiaries) notably in :

• Processes of creation, structuring, and corporate life : SAS, SASU, SARL, SELARL, SA, SNC, SCI, sole proprietorship, individual limited liability company, holding company, subsidiary, corporate group: creation of Articles of Association (statuts), choice of legal form, shareholders’ agreement, organization of company management, modification of company life (capital increase, capital reduction, company transformation, assignment of securities, entry of investors, closing, amicable or judicial liquidation).

• Purchases and sales of businesses, companies, and corporations: Purchase and sale of goodwill and also sale of social shares and sale of company stocks. Our commercial law firm first intervenes within the framework of search and sale mandates: it searches on behalf of its clients for a goodwill, commercial premises, a company, a profitable business, or a company to take over or transfer.
  
  The Business Law Firm also intervenes within the framework of a mandate for negotiating the purchase and sale price of businesses, securities (shares and stocks), for its clients, stores, companies, and chains (franchises, networks, multi-establishment groups).
  
  The Business Law Firm drafts the promises, preliminary agreements, and deeds of purchase and sale of goodwill, assignment of shares and stocks. The Firm advises and assists its clients throughout this acquisition operation (legal audit, due diligence, risk analysis, Representations and Warranties (GAP), non-compete clauses, conditions precedent, bank financing) until the signing of the sale deeds.
  
  Finally, the Firm drafts and secures for its clients these operations and contracts for the purchase and sale of goodwill, shares, and stocks.
  
  It drafts for its clients: Non-Disclosure Agreements (NDA), Letters of Intent (LOI), Memorandums of Understanding (MOU), Exclusivity Agreements, Data Room Agreements, Preliminary goodwill transfer agreements, Goodwill transfer deeds, Assignment of civil clientele, Assignment of leasehold rights, Assignment of equipment/stock, Escrow agreements, Representations and Warranties, Non-compete clauses, Support/assistance agreements from the seller, Management lease contracts, Share transfer protocols, Stock transfer deeds (SA, SAS), Share transfer deeds (SARL, SNC…), Share Purchase Agreement (SPA), Earn-out agreements, Shareholders’ agreements, Management package agreements, Independent guarantee/bond deeds, Partial contribution of assets, Merger/demerger, TUP (transmission universelle de patrimoine), Contribution-assignment, Tax integration agreements, Cash pooling agreements.

• The conclusion of commercial leases and short-term leases (precarious, seasonal…) and issues related to lease clauses (rent amount, charges, authorized activities, revision and indexation clauses, lease renewal…), lease termination, refusal of renewal, notice, eviction indemnity, lease transfer, lease assignment, sub-letting, allocation of charges and works, security deposit, management lease contracts.

• The negotiation and drafting of commercial contracts in France, Europe, and abroad, such as: supply contracts (goods, beverages, beers, and alcohols), selective distribution contracts, intensive distribution contracts, exclusive and non-exclusive supply and distribution contracts, equipment rental contracts, equipment cleaning contracts, leasing contracts, lease-back contracts, delivery contracts, franchise contracts, commercial partnership contracts, commission contracts, commercial agent contracts, financing contracts, adhesion contracts, framework agreements, subcontracting contracts, maintenance contracts, management lease contracts, joint-venture contracts, commercial sale contracts, partnership contracts, IT contracts, international sale contracts, import-export contracts, international transport contracts, leasing contracts, credit contracts, software sale contracts, international service and sale contracts, manufacturing contracts.

• Agreements between associates/shareholders, such as :

  • Articles of Association (corporate purpose, name, registered office, social capital, distribution of shares/stocks, operating rules, exclusion),

  • Shareholders’ agreements (pre-emption clauses, approval clauses, inalienability clauses, tag-along clauses, drag-along clauses, governance rules, non-compete clauses),

  • Regulated agreements: Loans granted by the company to an associate, lease on property belonging to an associate, service contracts with the manager, sale of property between the company and an associate, exceptional remuneration of a manager…

  • Share or stock transfer contracts, Representations and Warranties, exit clauses, pre-emption clauses, inalienability clauses, non-compete clauses,

  • Associate current account agreements: Advance of funds to the company, making available sums due from the company (dividends, remuneration…).

• Negotiations with financial partners for project financing, credit, and acquisition loans (banks, financial institutions, investment funds…): negotiation of rates and credit conditions (credit for purchase/sale of businesses, stocks and shares, equipment credit, leasing, factoring, bank guarantees, pledge of goodwill, first demand guarantee domestic and international…), Capital contributions, Self-financing (reserves, undistributed profits), Bank loan, Overdraft, Credit line, Cash credit, Investment credit, Leasing, Factoring, Discounting of commercial bills, Bond issuance, Participatory loan, Crowdfunding, Public subsidies.

• Assistance for administrative and tax regulations (safety, hygiene and health rules, late opening/closing hours, income tax, corporate tax, VAT, liquor licenses (restaurant licenses, license 3, license 4, take-away alcohol licenses…), Safety Commission, compliance with ERP regulations, sale of dishes, fire safety regulations, accessibility for the disabled, food hygiene, public domain occupation authorization (terrace) and other precarious occupation agreements (beaches, ski resorts,…), corporate tax, income tax, capital gains tax, registration duties, transfer duties, tax allowance, real estate wealth tax (IFI).

• Safeguarding companies in difficulty, judicial reorganization, takeover of companies, businesses, holdings and subsidiaries, company assets (equipment, client contracts, commercial leases…), support in insolvency proceedings, negotiation with court-appointed administrators and liquidators, continuation plan, business sale plan, asset sale plan, company restructuring, mandataire ad hoc, conciliation, negotiation with creditors and banks, business takeover, manager’s liability, actions for shortfall in assets.