Private Equity/ M&A/ Capital Market/ Corporate law

Private Equity

• Corporate finance transactions;
• Raising funds from operations and investment operations (development capital and venture capital);
• Negotiation of contractual documentation (investment agreements, shareholder agreements, guarantee of assets and liabilities);
• LBO transactions, MBO, OBO.

Mergers and acquisitions

• Transactional operations (transfer and acquisitions of securities and assets);
• Negotiation of legal documentation (purchase agreements, security of assets and liabilities);
• Legal due diligence prior to acquisitions;
• Implementation of security related to such transactions (credit documentation, escrow agreements, first demand guarantees, pledge, etc.);
• Restructuring (mergers, partial asset contributions, contributions in kind);
• Creation of joint ventures.

Capital market

• IPOs;
• Corporate fund-raising and issuance of complex securities involving listed companies;
• Follow-up of stock exchange regulations.

Corporate Law

• Incorporation of companies and annual follow-up of their corporate life;
• Share capital transactions (share capital increase, issue of securities giving access to capital, etc.);
• Establishment of incentive instruments for corporate officers and employees (free shares, stock options and BSPCE warrants) and adaptation of foreign stock option plans or RSU plans;
• Support for restructuring.

Labor law

We cover all areas of employment law, providing advice and litigation expertise on all aspects of the employee relationship and collective bargaining issues.

The firm is referenced as a training organization, thus allowing us to offer regular guidance and instruction to our clients.

We offer expertise in the following areas:

• Preparing employment contracts and specific clauses (non-competition, confidentiality, contractual termination indemnity, mobility, etc.);
• Remuneration and incentive policies (commission, profit-sharing, stock-options, RSU, etc.);
• International mobility of employees;
• Working hours (individual and collective);
• Termination of employment relationships, including termination by mutual consent;
• Negotiation of collective agreements and definition of applicable collective agreements;
• Psychological and environmental risks; health and safety at work;
• Employees’ representation and management of the employees relations;
• Review and implementation of internal rules and procedures;
• Business labor law (agreements on provision of services, transfers of businesses, agreements concluded within a group, self employment);
• Assistance on companies incorporation and setting up, mergers and acquisitions (determination of the collective status and applicable collective bargaining agreement, holding the dual position of employee and corporate officer, social protection of corporate officers, due diligence for acquisitions or sales, outsourcing and transfer of assets);
• Restructuring operations, including mass redundancies involving a program to safeguard employment, a method or GPEC agreement;
• Labor litigation (before Labor Courts, Civil Courts, Social Security Courts, Appeal Courts).

Litigation

Our Firm operates in all matters of business litigation and represents clients before the civil, commercial and criminal courts.

Our team is reputed for its litigation management in the following areas:

• Technology law (computer science, Internet, domain names, telecom, etc.);
• Intellectual property law (copyright, trademark, patent, domain names, counterfeiting, etc.);
• Assistance / Defence of companies in corporate law, business criminal law, unfair competition, contractual and tort litigation, debt recovery and seizures, representations and warranties litigation, shareholders’ disputes;
• Industrial liability and judicial expertise measures;
• Distribution law (commercial agents, licenses, etc.);
• Bankruptcy law;
• Arbitration and mediation.

IT / IP / Commercial

Our firm boasts considerable expertise in this area, particularly from an international perspective, from both contractual and regulatory standpoints, in pre-litigation and litigation matters. Our practice covers all types of private contracts and public law, due diligence supervision, and assistance on issues relating to trademarks, domain names, designs and patents, copyrights, competition unfair and parasitism, e-commerce, Internet law, privacy and data protection law, medical law and business practices.

We are particularly experienced in the following sectors:

• Contracts in both private and public law (license, transfer, sale, partnership, services, outsourcing, clinical trials, etc.);
• Distribution, advertising, pricing practices, on-line gaming and e-commerce;
• Sport;
• Media;
• Life sciences;
• Privacy and protection of personal data;
• Electronic archiving, electronic signatures, encryption;
• Energy and Environmental Technologies;
• Consulting, contracts, regulations, pre-litigation and litigation in the field of Information Technology (IT, Internet and telecommunications) and intellectual property (patents, trademarks, domain names, copyright, software, designs, know-how, database, semiconductors, etc.), especially in the context of actions for infringement and unfair competition

Tax

Our tax law team assists and advises clients (primarily companies and investment funds) on their overall tax issues.

Our expertise includes:

• Individual fiscal policy;
• Company fiscal policy;
• Fiscal policy in case of mergers & acquisitions;
• International financing;
• Transfer pricing and intragroup contracts;
• Tax litigation;
• Estate restructuring;
• Incentive plans for French tax resident employees.

Real Estate

Our Firm is involved at every stage of the real estate operation (commercial leases, development, construction, sales and acquisitions, etc.).

We offer expertise in the following areas:

• Real Estate Law and leases (commercial, professional and residential);
• Advice and litigation;
• Drafting of agreements and acts, negotiation and transaction.

Construction

The Construction team at Harlay Avocats advises and supports public and private clients throughout the entire lifecycle of their construction projects.

We provide expertise in:

• Public and private contracts – drafting and negotiating turnkey contracts, supply and works contracts, consortium and subcontracting agreements;
• Contract performance and project support – claims management, dispute prevention, negotiation of amendments and settlements, and assistance with acceptance and commissioning;
• Pre-litigation and litigation – conciliation, mediation, summary proceedings, construction liability, and compensation claims;
• Expert proceedings – representation in judicial and private expertise;
• Construction insurance – coverage and claims management.

Our Firm is particularly active in environmental projects (waste and water), building and public works, mobility, and infrastructure.

Public Business Law

The Firm has developed significant expertise in public business law, assisting both public authorities and private operators in the design and implementation of projects supporting public services. Our work notably covers the environmental sector (waste, energy and water), transport (rail, urban transport, ports and airports), digital infrastructure and services, culture, sports and leisure, as well as the healthcare and social services sector.

Our team advises on:

• Public procurement law, including needs assessment, feasibility studies, project financing, contract drafting, the award of public contracts with or without financing arrangements, the structuring of simple or complex projects, negotiated procedures, negotiations and the execution of contractual amendments;
• Contract management and performance monitoring of public contracts;
• Environmental law;
• Planning and development law;
• Public law, including the structuring of public entities and public-private project vehicles;
• Project finance;
• The establishment of public or private entities with public or mixed shareholding;
• Local government law, including mixed syndicates, public interest groups and local public companies.

The Firm also assists public contracting authorities in a project management advisory capacity (assistance to the contracting authority) and provides legal advice, pre-litigation support (including mediation and settlement negotiations), as well as representation in litigation before administrative, civil and commercial courts. This includes pre-contractual and contractual disputes, compensation claims, judicial review proceedings and the defence of administrative authorisations.

We also represent clients before regulatory authorities, notably in dispute resolution and enforcement proceedings.