Alternatively advising investment funds and entrepreneurs during our missions gives us a global picture of the legal issues to be addressed.
In the context of a sale, one of the financial sponsors was not authorized to deliver representations and warranties for regulatory reasons. Representations and warranties were a requisite for our client, the purchaser. We decided to structure these representations and warranties as a conditional earn-out which would be due only in the absence of a claim, with a corresponding escrow organized with a notary.
Our client, an investment fund which was negotiating a minority stake in a buy-out deal, asked for a final protection mechanism to secure its liquidity six years after the investment. We created a specific class of preferred shares to ensure that our client would have the authority to initiate the liquidity on its own.
We assisted the team of an approved portfolio management company in structuring an investment vehicle as
another alternative investment fund chaired by the management company. Within this vehicle we created preferred shares designed to replicate a carried interest mechanism.
We set up a family office for one of our clients. Designed as a partnership limited by shares (société en commandite par actions), this vehicle had the advantage of procuring good governance rules and structuring remuneration for the management team similar to a carried interest, in safe legal and tax conditions.