We advise executives and companies at every stage of their development, from formation to transfer, including contract negotiation and commercial dispute management.

Our Areas of Practice

Our goal is to protect our clients’ interests and optimise their operations, with a focus on proximity and responsiveness.

Business law: supporting companies at every stage of their development

Business law covers the full range of rules applicable to a company’s life, from incorporation to transfer: choice of legal structure, governance, negotiating and drafting commercial contracts, financing, managing financial difficulties and resolving disputes. This field calls for both a preventive approach — securing operations upstream through rigorous contract drafting — and a contentious one, when a dispute could not be avoided. The firm advises directors, shareholders and French and international companies on their day-to-day operations as well as their strategic projects.

Incorporation and corporate governance

Choosing the corporate form (simplified joint-stock company, limited liability company, civil company, holding structure) and drafting the articles of association and shareholders’ agreement shape the company’s governance for its entire life: allocation of decision-making power, exit clauses, approval and pre-emption clauses, and mechanisms for resolving deadlock between shareholders. Particular care must be taken to ensure consistency between the articles of association, the shareholders’ agreement and any commitments made to investors or financial partners, to avoid contradictions that generate later disputes.

Nullity of corporate decisions

The reform of the rules governing the nullity of corporate decisions has changed the conditions under which a corporate resolution, a shareholders’ meeting decision, or a company act can be challenged. Securing decision-making procedures — notices of meeting, quorums, majorities, and the formal requirements for minutes — helps limit the risk that a decision structurally important for the company is later annulled for a procedural defect.

Mergers and acquisitions (M&A)

A company sale or acquisition is prepared well before signing: acquisition due diligence covering the legal, employment, tax and environmental aspects of the target, structuring the transaction (share deal, asset deal, contribution, merger), and negotiating the representations, warranties and indemnity provisions intended to protect the buyer against liabilities that come to light after completion. The quality of this negotiation and drafting phase directly determines the parties’ ability to assert their rights should difficulties arise after the acquisition.

Negotiating and performing commercial contracts

General terms and conditions of sale, distribution, commercial agency or franchise agreements, framework supply contracts: drafting these agreements should anticipate the main sources of dispute — non-performance, delay, non-conformity — and provide clear resolution mechanisms (formal notice, termination clause, penalty clause). The abrupt termination of an established commercial relationship, strictly regulated under French law, is a frequent source of litigation when the notice period given is found insufficient in light of the relationship’s duration and characteristics.

Financing and banking law

Financing operations or an external growth project relies on a range of instruments — conventional bank credit, bond financing, intra-group guarantees, and real or personal security interests — whose negotiation with lenders (financial covenants, cross-default clauses, security granted) should be anticipated to preserve the company’s room for manoeuvre should later difficulties arise.

Companies in financial difficulty

When a company faces financial difficulty, several prevention and treatment tools exist, from the confidential, negotiated ad hoc mandate and conciliation procedures to formal insolvency proceedings — safeguard, receivership or liquidation. Choosing the most suitable mechanism, and the timing of its use, has a decisive impact on the chances of continuing the business and on the position of directors as well as creditors.

Commercial litigation and alternative dispute resolution

When a commercial dispute cannot be avoided, the choice between state courts (commercial court), mediation and arbitration depends on the nature of the dispute, the urgency involved, and any pre-existing contractual clauses. Early and methodical dispute management — preserving evidence, sending formal notice, seeking interim measures — often determines the outcome of the case well before any hearing.

Resources and business law news

The firm publishes a weekly summary of legislative, regulatory and case-law developments in business law, together with downloadable practical guides on the topics most frequently faced by directors and companies.

See all our business law news →

Frequently Asked Questions

What is the difference between force majeure and hardship (imprévision) under French contract law?

Force majeure (Article 1218 of the French Civil Code) discharges the debtor when the event is unforeseeable, irresistible and beyond its control, making performance impossible. Hardship (Article 1195 of the Civil Code) allows a contract that has become excessively onerous due to an unforeseeable change of circumstances to be renegotiated, without making performance impossible; failing agreement, the court may revise or terminate the contract.

What is French foreign investment screening (IEF) and who is affected?

This mechanism, codified under Articles L. 151-3 et seq. of the French Monetary and Financial Code, requires prior authorisation for foreign investments in sensitive sectors — defence, energy, critical technologies — once a non-EU investor crosses certain ownership or voting-rights thresholds.

What clauses should a commercial contract include to limit the risk of non-performance?

It is advisable to include a force majeure clause precisely defining the events covered, a renegotiation (hardship) clause anticipating economic imbalances, a penalty or forfeiture clause, and a jurisdiction or arbitration clause suited to the cross-border nature of the relationship.

How can a company secure a merger or acquisition transaction?

Securing the transaction involves a legal, financial and tax due diligence review, negotiating representations and warranties in line with standard commercial practice, and anticipating any regulatory approvals required, including French foreign investment screening (IEF).