STC Partners

About this office:

Combining legal, tax and sector expertise, STC Partners assists large companies, whether private or listed, in connection with national or cross-border transactions. The firm also advises private and family groups, their shareholders and executives as well as the management teams of major company groups, both listed and private, with diverse shareholding structures.

Arbitration and Litigation

The Arbitration and Litigation team manages pre-contentious and litigious situations involving companies and their managers.

The team generally takes action as soon as the litigation risk has been identified, in order to tackle difficulties early and defend the interests of clients concerned by the dispute.

The Arbitration and Litigation team advises claimants and defendants before French civil, criminal and administrative courts, European courts, French and international arbitration bodies as well as before administrative authorities vested with disciplinary, jurisdictional or investigative powers.

The Arbitration and Litigation team also provides advice within the framework of risk assessments, internal proceedings and pre-litigation or settlement negotiations.

In response to the increasing penalisation of business life and officers' increased exposure to criminal liability, certain team members have become specialists in:

- general criminal law as applied to business

- white collar crime: misuse of company assets, creation and operation of companies, accounting violations

- financial and securities law: trading offences, breaches of Financial Market Authority rules, money laundering

- criminal labour law and breaches of the Consumer Code

The team provides companies and managers with invaluable advice in relation to exposure to corporate criminal liability. Customised legal advice is the best prevention.

The team applies its expertise in the management of media crises to the legal domain.

Asset and Wealth Taxation

STC Partners advises individuals and families that own businesses (with or without a family office) on the optimum tax structure for their professional and private assets, as regards both French and international taxation.

The Asset and Wealth Tax team assists clients with the development and diversification of their assets (acquisitions of interests, transmission, family agreements). The team can liaise with the Corporate team and its international correspondents in order to put in place structures that are adapted to each entrepreneur or family group.

The Asset and Wealth Tax team also assists in relation to tax disputes and helps clients to reach agreements with the tax authorities.

The Asset and Wealth Tax team, and more generally, the asset management practice of STC Partners are highly regarded, as the French and international rankings prove.

Banking taxation

STC Partners advises professionals of the finance sector (banks, insurers, management companies, etc) on all of their direct or indirect taxation issues. This advice concerns both the management of their own tax situation and the impact of highly-complex financial arrangements on behalf of their customers, and is provided in consultation with the Finance Law teams.

STC Partners can deploy a team dedicated to this type of client that can draw on diversified experience, allowing team members to master the particularities of this sector (special accounting practices, prudential regulations, management of credit and market risk, etc). Thanks to their financial knowledge, team members can understand the most complex and innovative financial products, thereby guaranteeing clients sound practical advice.

The members of this team also have extensive international experience which is facilitated by access to the KPMG international network, of which STC Partners is a recommended partner in France. This international capability allows for comprehensive guidance in a financial environment that is now globalised.

Company Restructuring Operations

STC Partners assists solvent and insolvent companies with their restructuring and reorganisation operations (transfers of branches, corporate reorganisations) particularly in anticipation of a partial or total disposal.

Regarding insolvency proceedings, in particular, STC Partners advises managers and more generally, borrowers and their principal shareholders (including investment funds) on all aspects of financial difficulty, corporate default and financial restructuring operations.

The firm provides services in relation to the prevention of difficulties ("mandat ad hoc", conciliation) and the judicial treatment of difficulties (protection procedure, judicial reorganisation). Debt renegotiation constitutes one of the team's main practice areas.

The Company Restructuring team also helps managers and shareholders involved in legal proceedings.

The Company Restructuring team works closely with the Labour Law team in the preparation and implementation of downsizing or employment-preservation plans.

The Company Restructuring team works in conjunction with the Finance Law team to renegotiate bank debt, contracted within the framework of LBOs for instance.

Compensation and profit-sharing of executives and senior managers

STC Partners has earned a top-notch reputation as an adviser to managers of companies, whether listed or held by investment funds.

The firm's activities include:

- for leveraged transactions, the legal and tax negotiation of the financial package: salaries, bonuses, stock options, stock warrants (BSA), bonus shares (AGA), top-hat pension schemes, golden parachutes, compensation

- more generally, the negotiation and optimisation of managers' international remuneration: split payroll, corporate mandates, consultancy firms

In this area, the corporate, tax and labour law teams work hand in hand to tackle the diverse constraints and problems raised by these mechanisms (fiscal qualification, validity under labour law, dual employee-shareholder status, etc)

Competition — Economic Law

STC Partners assists clients with all their problems in relation to competition, distribution and consumer law, whether they come under domestic or EU law.

The Competition-Economic Law team, both in the Paris and Brussels offices, has renowned experience and practice in relation to notifying French and EU competition authorities of concentrations. It also handles disputes over cartels, abuses of dominant position and unfair competition.

STC Partners also helps clients to negotiate and draft distribution agreements (franchise, exclusive distribution, agency agreements, etc.) and to monitor relations with their customers and suppliers (pricing policy, general terms of sale, termination of business relations).

Corporate Mergers and Acquisitions

The firm's partners have been active in the mergers and acquisitions field for many years.

The Corporate Mergers and Acquisitions team advises listed and unlisted groups having a family, private or institutional shareholding structure on their external growth, disinvestment or reorganisation operations.

It assists industrial groups in connection with transfers of business lines and with company reorganisations, particularly in the context of a total or partial sale of their activities.

It also handles the set-up of partnerships and joint ventures.

Thanks to its international network, STC Partners is involved in more and more cross-border transactions, including in the role of coordinator.

The Corporate team is renowned for its ability to collaborate closely with the firm's Taxation of Mergers and Acquisitions team, making it possible to cover the two main aspects of major transactions. Of course, the Labour Law and Competition-Economic Law teams also work alongside the Corporate Mergers and Acquisitions team.

Corporate Private Equity

The Corporate team has particularly-renowned private equity experience, as the international rankings prove, and advises numerous French and international investment funds on their investments with or without leverage in listed or unlisted companies.

It also guides acquired companies in their build up operations and provides investment funds with end-to-end assistance in the disposal of their interests.

Because its lawyers are Finance Law specialists, the Corporate team can handle all aspects of private equity operations and, in particular, can help clients with the negotiation of senior and mezzanine debt.

Naturally, tax elements (tax structuring, price adjustment, profit-sharing/incentive schemes) are fully taken into account through close cooperation with the tax team, which is also recognised as a leading, private equity player.

Direct Taxation of Companies

STC Partners can deploy teams of tax lawyers that are specialised in direct company taxation. These teams are used to working alongside auditing and accounting teams and have acquired great proficiency in accounting matters. They can help companies of all sectors to solve their tax problems, whether they relate to day-to-day operations, exceptional projects, or a review of legal, financial or operational structures.

STC Partners can also assist companies in all kinds of tax dispute, during the administrative phase and before the administrative courts. Professionals who were instrumental in some of the more emblematic EU decisions can also guide them in European disputes that concern the compatibility of French tax rules with major EU principles. This guidance also encompasses all other forms of administrative recourse, and requests for approval in particular.

These teams are organised by sector: banking and finance, distribution, pharmaceutical, chemical, media, high technology, etc. This matrix approach leads to familiarity with the particular aspects of each business and an understanding of the constraints specific to each sector, making it possible to devise the best tax solutions.

The integrated functioning of teams of jurists and tax experts facilitates multi-disciplinary actions that allow for optimum implementation of the recommend solutions.

Indirect Taxation of Companies - VAT

VAT is a complex and highly-changeable tax: it has a correlative impact on all of a company's strategies (including commercial development, financial policy, information systems) and must be monitored constantly.

In this context, our objective is to help companies transform their problems into opportunities.

What makes us different? Our experts work regularly, depending on their area of specialisation, in all sectors of activity (industry, distribution, transportation, telecom, banking, finance, real estate, insurance, international trade, health, public authorities). This dual technical and sectorial competence leads to a better understanding of our clients. As a result we can provide them with day-to-day assistance in their strategic development and restructuring operations and offer quick, efficient operational responses.

Our approach: we apply our expertise to our clients' businesses and their specific requirements. Our services must, firstly, allow clients to comprehend and control VAT issues and regulations. Secondly, our services must solve clients' problems by planning for their requirements in advance and preventing tax risks in order to secure and optimise the management of VAT/Customs aspects.

Our services include:

- Advice (e.g., implementation of plans to optimise flows of goods and services, securing the management of deduction entitlements through "261B" groupings)

- Monitoring tax audits at all stages of the procedure (and disputes before the competent courts, in relation to the sectorisation of banking and finance activities, territoriality of operations, etc.)

- Legal and tax auditing (e.g., restructuring of financial and logistics flows, securing tax proceedings)

-Assistance with the reorganisation of company groups (e.g., due diligence, feasibility studies, structuring, pre- and post-restructuring impacts)

- Lobbying of national and European bodies

Our strength: fully integrated into STC Partners, a law firm and privileged partner of KPMG, an international auditing firm, both renowned for their multi-disciplinary teams and the quality of their personnel, our team works in close collaboration with their different departments in order to offer innovative, complete solutions that meet the multiple requirements of our clients.

Intellectual property - TMT

STC Partners possesses specific experience of the problems encountered by players of the regulated industries (and the telecommunications, media and energy industries in particular). It assists them in their dealings with business partners, and helps them to draft contracts and with dispute resolution.

The Intellectual Property — TMT team analyses the rules applicable to clients' sectors and assists them in their relations with regulatory authorities (ARCEP, CSA, CRE, etc.).

STC Partners provides services in all areas of intellectual property (copyright, trademarks, models), information technology, and audiovisual law, whether in relation to the drafting of contracts or the settlement of disputes.

The firm has recognised experience in the area of advertising and marketing law.

Investment Funds and Structures

STC Partners assists numerous investment players with the design and implementation of investment structures, such as holding companies set up in France or abroad and open or closed-end investment funds, including private equity funds (FCPR, SICAR, LP, SCA, retail funds etc.).

The team also guides sponsors when investing in funds, including in offshore funds, assisting them with tax and legal due diligence investigations of management teams. It also helps them to negotiate articles of association, rules and carried interest/vesting agreements.

In addition, the Investment Funds and Structures team assists management companies and consultancies in connection with changes to the vehicle used, profit-sharing for management teams (carried interest) and relations with investors and/or the sponsor, co-investment vehicles or direct co-investments.

The team also provides services in relation to "secondary" operations: transfers of fund units, portfolios, holdings, etc.

The team is made up of tax specialists and jurists and, thanks to the close ties with the KPMG network, can benefit from the latter's international tax network.

Labour Law

The Labour Law department advises French companies, foreign companies based in France as well as senior executives in all areas of labour and social security law, whether for HR matters or litigation.

Advising companies

The Labour Law department provides HR and legal support in connection with working time, variable remuneration, the renegotiation of labour-related agreements and collective redundancies. It advises clients on the labour consequences of company reorganisations and helps them in their dealings with staff representative bodies. It also assists with the pre-restructuring phase (labour and risk audits). In addition, the department counsels companies in connection with international mobility (expatriation and inpatriation).

Advising managers

The Labour Law department advises business managers on the wording of their employment contract (status, combining several corporate mandates, etc), the negotiation of their compensation package and helps them when they leave the company. The department also helps with the prevention of company risks and officers' liability as well as with pay optimisation. It works with management to devise employee saving schemes (mandatory and optional profit-sharing, company savings plans), employee stock ownership plans (free shares, stock options) and elaborate incentive schemes.

HR Advice

The Labour Law department assists with strategic projects associated with change (post-merger or EIG) and reorganisation and relocation operations. It helps to negotiate and monitor collective bargaining agreements and to manage employer-employee relations, including information and consultation procedures. In addition, the department offers guidance on compliance with legal and contractual requirements and Human Resources Management (wage policy, human resources and skills planning).

-Litigation

In addition to its extensive advisory experience, the Labour Law team is renowned for its litigation practice and its expertise in handling cases that are of key strategic importance or that have high financial stakes.

Law of Finance

In addition to its experience in the negotiation of classic bank financing and related securities, the Finance Law team specialises in corporate finance, the financing of projects and SMEs, cross-border leases and debt restructuring.

- Corporate Finance: the Finance Law team possesses solid experience of acquisition, international and domestic financing, including the negotiation and drafting of credit documentation (senior, mezzanine and junior debt) and security packages. The team also handles all types of financial arrangements, including cash pooling and cash management agreements as well as financial engineering contracts (forward, swaps and options).

- Project Financing: the Financing team is renowned in the area of project financing (and the green energy sector in particular: wind power, hydroelectricity and solar energy) and possesses solid experience in the structuring of tax leveraged financing.

- Debt Restructuring: the Finance Law team also helps blue-chip borrowers to negotiate their commercial or LBO debt and covenants with credit institutions.

- Cross-border lease financing: the Finance Law team has worked on many cross-border lease transactions and assists clients in connection with US, UK, German, Kiwi, Singapore and Swedish leases. The team also handles the reorganisation or early termination of these transactions.

Public Law

Nowadays, public law is impacting more and more on the domain of private law.

STC Partners assists major public industrial and commercial bodies within the traditional framework of public-law procedures as well as in connection with complex transactions that have both public and private law aspects.

The firm advises clients on competitive public tenders, and helps them to negotiate and draft their administrative law contracts.

Our lawyers also counsel public entities in relation to their financing operations (and tax-leveraged operations in particular). Our attorneys' expertise in this domain is recognised by the market. The combination of tax, financial and legal proficiency in both public and private law makes it possible to offer clients a full-service offering that takes account of all aspects of these complex financing or refinancing transactions.

Tax Disputes

The firm's dedicated Tax Dispute team assists clients with corporate accounting audits as well as personal tax audits using a pragmatic, constructive approach.

The search for negotiated solutions is always given priority by means of constant dialogue with auditors and their superiors, facilitated by our familiarity with bureaucracy and administrative procedures.

Our teams have also brought disputes before judicial and administrative courts, both at national and European level, that have significantly contributed to advancements in tax law and to greater protection for taxpayers.

Team members are often involved at a very early stage (tax structuring, etc) and take possible contentious aspects of a file into account right from the start.

The Tax Dispute team has a first-class reputation on the Paris marketplace.

Taxation of mergers and acquisitions

STC Partners has been a leading player on the mergers and acquisitions market since its creation.

Thanks to a solid knowledge of finance, STC Partners's tax teams have acquired experience and know-how which they bring to bear on all stages of major merger/acquisition operations. A proven due diligence methodology allows them to help both buyers and sellers to identify tax issues in relation to target companies by producing reports that facilitate rapid, optimised decision-making.

STC Partners teams also provide assistance with the implementation of acquisition entities and optimised, tailor-made financing (debt push downs, foreign holding companies) in all acquisition scenarios (simple acquisition, LBO, LMBO, etc), whether for industrial groups or financial investors (institutional investors, investment funds, sovereign funds, family office, etc.).

Team members are used to working as part of a multi-disciplinary team that combines legal, financial and tax expertise. This results in great fluidity in the handling of multifaceted subjects such as the drafting of price and guarantee clauses in sale contracts and financial optimisation. Through their extended involvement in the arrangement of operations, tax lawyers contribute added value to due diligence and structuring projects.

Cooperation with asset management teams makes it possible to obtain the same efficiency in relation to family groups and to integrate managers' pay problems, which may be a crucial aspect of certain deals and a guarantee of their success.

The Taxation of Mergers and Acquisitions team has a first-class reputation on the Paris marketplace, which is attested to by the rankings.

Transfer Pricing

STC Partners has created a special team dedicated to the taxation of transfer pricing. This team offers company groups a complete service package allowing them to implement and manage a customised transfer pricing policy, in accordance with tax requirements. Services include the definition of transfer pricing systems both for administrative departments and operational flows and re-billing generating gains on the use of intangibles.

They also include a review of existing policies and the drafting of transfer pricing documentation. Thanks to its proximity to the KPMG network, STC Partners has access to the integrated group of transfer pricing services created by KMPG International, which covers more than 60 countries and benefits from the expertise of economists, former members of local tax authorities or of the OECD.

Thanks to the access to this worldwide tax network, STC Partners's attorneys can offer a global approach, particularly in relation to the preparation of integrated documentation based on the principles laid down by the European Forum on transfer pricing for the preparation of master files.

This assistance also extends to all forms of tax dispute, in France or at EU level, and the negotiation of preliminary transfer pricing agreements. The close ties between the legal and tax teams of STC Partners ensure coherency between the fiscal principles and the contractual materialisation of intra-group relations.