Sarrau Thomas Couderc

About this office:

The Firm has adopted an innovative approach by positioning itself on a market, the private equity market, rather than concentrating on a legal technique or a sector of activity. This involves

· private equity actors

· private groups and family groups

· Managing teams of large company groups and "high net worth individuals".

AREAS OF PRACTICE:

Sarrau Thomas Couderc answers the specific problems of their clients by providing them with a balance between legal and tax services, which are mostly internationally oriented.

The teams at Sarrau Thomas Couderc regularly advise a large panel of investment funds, on behalf of the managing company or the target companies' managers, as well as big family groups and industrial groups, both French and international.

Private equity

· Investment fund advisers

- Legal and tax structuring of funds.

- Investment funds.

- Liquidation funds: legal and tax optimization.

· Target management advisers in LBO transactions

- Financial packages and closing-out hypotheses modeling.

- French and foreign residents tax optimization in the managers' investment structures.

- Legal negotiation of management packages, shareholders' agreements, good & bad leavers.

- Managerial risk prevention.

Private and family-owned groups

The implementation of management structures for family and patrimonial businesses can respond to various objectives which are specific to each group and deserve preliminary reflection to define "family or entrepreneurial policy":

· Protection of the family or the entrepreneur's assets and risk control

· Prevention and resolution of potential conflicts between family members or entrepreneurs

· Dissociation of property and power: allowing the founders to transfer property in

advance, while keeping control

· Income tax management

· Legal and tax organization of transfers (donations, successions)

· Legal and tax optimization of industrial or financial partners' entry (OBO, M&A).

International executives, citizens of the world

· Tax packages (salaries, bonuses, stock options, free share allocations, golden parachutes)

· International remuneration tax optimization (split payroll, board members' mandate)

· Protection against professional life patrimonial risks: public, criminal, tax and disciplinary liabilities

· Assistance to individuals who have sold the family company, and have important liquid available assets

· Tax optimization for French and international successions and donations:

- Assistance in international mobility-related issues

- Legal and tax optimization with respect to their patrimonial investments

- Assistance to individuals and family groups in the context of tax inspections and litigation.

Corporate Tax

Our team is involved in the tax modeling and tax structuring of acquisitions and restructuring on behalf of large international investment funds and international companies.

Litigation

Contentious matters represent a supporting activity to the different departments at Sarrau Thomas Couderc: private equity / LBO related litigation, managers' risks and liability prevention, corporate law related litigation.

In general, this department deals with all the issues related to capital and power within companies.

Of note: the team also intervenes on contentious commercial issues relating to the firm's activity, specializing in banking and finance litigation.

Labour Law

The Labour law team intervenes in merger and acquisition transactions (social audit, relationships with the personnel representative bodies, follow-up on post-restructuring problems), on questions regarding social risk prevention and managers' liability and in the optimisation of remuneration and managing teams.

Our Labour law team leads a consultation activity for French and foreign companies in France to provide advice on both individual and collective social relationships.

Finance

Besides our expertise in loan finance and our involvement in all types of loan facilities and security packages on any kind of assets, our finance practice includes:

· Corporate finance and intra-group financial arrangements

· Project finance

· Cross border lease financing.

Advice in White Collar Criminal Defense

In response to a significant development towards an ever-increasing penalization against the business world and the over-exposure of management to the risk of criminal sanctions, the white-collar criminal law department deals with:

· Criminal law in general when applied to the business world

· Company criminal law: ABS, the setting-up and running of companies, offenses concerning accounting and corporate capital.

· Financial and stock exchange law: stock exchange offenses, breach of French financial

market authorities' regulations (AMF, Autorités des marchés financiers), money laundering...

· Criminal labour law and breach of consumer laws.

Our objective is to assist companies and managers of law firms in the essential domain of company exposure to sanctions. Personalized legal advice is the best prevention possible. The department provides an acquired experience in the legal management of mediatised crises.

Law Firm Alliances: Philippe & Partners.