Organisation & Reorganisations
Marseille · Var · Throughout France · International
NOEM AVOCAT advises companies on all reorganisation transactions: intra-group restructurings, capital changes, mergers and transformations.
Capital Transactions
Share capital increases or reductions, conversion of securities, buy-backs and cancellations each alter shareholders' rights and may require specific reports, resolutions and filings. NOEM AVOCAT plans the timetable, secures the documentation and information provided to the parties, and anticipates the effects on governance, dilution and pre-existing arrangements.
Mergers & Contributions
Mergers, simplified mergers, partial asset contributions, share contributions and universal transfers of assets serve different objectives. The appropriate mechanism depends on the transferred perimeter, contracts, employees, financing and the tax treatment selected with the other advisers. The work organises the legal steps and coordinates the decisions of the relevant companies through to final completion.
Spin-offs & Restructurings
A spin-off can ring-fence an activity, prepare a disposal, admit an investor or clarify a group's organisation. It requires the assets, contracts, intellectual property rights, employees and resources being transferred to be precisely identified. NOEM AVOCAT prepares the required instruments and safeguards the proper “legal continuity” of the business.
Transformations
A conversion should not be treated as a mere filing exercise. A change in legal form, and therefore sometimes in governance, can significantly affect a company's legal framework, including current management appointments and contractual obligations to notify counterparties. Our role is to identify these issues in advance, obtain any required prior approvals and put in place coherent documentation in order to achieve the target structure without unexpected consequences.