PRACTICE AREAS
Corporate
- Drafting, full negotiation services and setting up for all types of contracts in the field of sale and
distribution (sale agreement, distribution agreement, sales offices, franchise, warrant, brokering, commission
transport, supply and furniture, general conditions of sale and purchase agreements, etc.)
- Setting up of various contracts and intra-group agreements (current account, cash flow agreement, provision of a service, technical assistance, warranties.);
- Advising and assistance in the field of renegotiation or in the event of breach of negotiation or contract (advising and litigation.).
Corporate Law
- Company foundation, choice of structures, restructuring, increase in capital, share issue, daily or exceptional transaction related to companies.
- Assistance in the field of restructuring transactions: mergers, acquisitions, contribution in cash, partial cash contribution, demerger, carve out, universal assets transfer, voluntary winding up.
- Development and organization of common projects and joint venture.
- Corporate work and following up of companies' life cycle (summoning the shareholders to a meeting, presence minutes, held of annual ordinary and/or extraordinary general assembly (approval of annual accounts, of manager's report and/or special agreements' report, allocation of benefits, renew of the manager's functions,…), modification of articles of association, clerk of the court's office formalities.
- Legal and tax structuring of transactions in advance; preliminary optimization and restructuring.
- Due diligence and organization of data rooms and open bids.
- Assistance in negotiating contracts to acquire, sell or guarantee assets and liabilities; price adjustment mechanisms (earn out); monitoring and executing guarantees for liabilities or advising in the context of disputes with minority shareholders.
- Planning, structuring and forming joint ventures.
- Assistance in negotiating shareholder agreements, purchase agreements, financing contracts, bank guarantees, various forms of guarantees, subordination agreements, etc.
- Participation in leveraged buyout (LBO) leveraged management buyout (LMBO) and buy - in (LMBI) transactions on behalf of investors, sellers and corporate officers.
- Development of employee or executive profit-sharing mechanisms (issuance of warrants (BSA), founder's share warrants (BSPCE), stock options, etc.)
- Capital and quasi-capital transactions; issuance of debt instruments, quasi-capital instruments (valeurs mobilières composées), etc.
- Corporate transactions: conversions, mergers, in-kind and capital contributions, spin-offs, carve outs, simplified mergers (transmission universelle de patrimoine), voluntary dissolutions.
- Advice and implementation of recommendations as to corporate governance (internal regulations, directors' charters, management agreements addressing simultaneous appointments and executives' employment contracts); analysis and re commendations regarding the status of individual officers.
- Legal analysis of corporate groups and structuring of intra-group relationships
- Advice in bankruptcy and insolvency law (prevention, re organization, liquidation, work-out plans, claims against officers (action en comblement de passif, action en extension, etc.)
- In general, advice and assistance in corporate law and critical strategic transactions.
- Assisting firms in establishing operations in France (drafting and review of employment contracts; familiarization with corporate obligations relating to employee representation, hygiene and safety, labor protection and employee profit-sharing; forming and managing employee representative bodies).
- Assisting French companies in day-to-day employment matters, from internal Human Resources policies (recruitment, appraisals, authorized absences, training, pension and retirement schemes ), compensation policies (bonus schemes, profit-sharing and incentive plans, savings plans), executives' employment status, protected employees' rights and working hours, to workforce restructuring, individual dismissal procedures, negotiated departures and settlement agreements.
- Assisting French companies with foreign operations in connection with transfer and expatriation of employees (tripartite agreements, labor protection) and assisting and representing foreign companies in transferring employees to France (foreigners' rights, applicable French public policy rules, work permits and administrative authorizations, labor protection).
- Rendering advice in connection with complex French and international transactions, including outsourcing and subcontracting issues (labor audits, "information and consultation" of employees, personnel transfers).
- Advice and representation in connection with sports contracts (drafting and negotiating contracts with professional and promotional players, trainers, club managers, etc.)
- Individual labor disputes (employer actions (secondments, transfers, sales of business, reinstatement claims), early termination and reclassification of fixed-term contracts, improper and/or wrongful dismissal, working hours, dismissal of protected employees, constructive dismissal claims, etc.); and disputes in connection with appointments or election of labor representatives (district and regional courts of first instance).
The acquisition, management, exploitation and defense of intellectual property rights have become crucial to the success of thousands of companies providing products and services.
DUVAL-STALLA & Associés handles both litigation and advisory matters, working in continual contact with intellectual property advisors, professional associations, performance rights organizations and the national and international offices that register and administer copyright filings.
Its fields of practice include:
- Literary and artistic property,
- Industrial property (trademarks and other distinctive signs, designs, models, patents, know-how),
- New technologies and Internet law (software, databases, domain names, etc.),
- Media law, and
- Image rights and right to privacy.
We have extensive experience in managing intellectual property rights portfolios and preparing and negotiating agreements such as sales of rights and licensing contracts - in the context of individual transactions as well as mergers/acquisitions or reorganizations - in all major industrial and commercial sectors.
We also specialize in establishing and defining national and international copyright actions in connection with copyright infringement, unfair competition including unfair trade practice, as well as infringement of image rights and right to privacy.
- Direct taxes, particularly corporate tax matters, and indirect taxes such as VAT.
- Taxation of legal entities, stock companies, corporate groups, partnerships, associations and individuals, the latter including income tax, estate tax, donations and wealth tax.
- Tax advice and tax controversies.
Our in-depth understanding of implications and procedural stakes enables us to excel in our role as counsel in each practice area and anticipate the strategic perspectives, and the best interests of our clients, in each matter entrusted to us.
We counsel and represent our clients in litigation matters brought or defended by us, and work closely with clients to define and implement the procedural strategy best suited to each engagement.
All of our partners have litigation practices that provide the firm with in-depth knowledge of the practice and procedure relevant to the majority of actions our clients are likely to face.
- Civil and commercial litigation: DUVAL-STALLA & Associés represents and assists its clients at all stages of litigation before all civil (district and regional courts of first instance, executions judges, courts of appeal, the Court of Cassation) and commercial jurisdictions (Commercial Court, courts of appeal and Court of Cassation), in traditional actions as well as emergency proceedings (ex part proceedings, applications for interim relief, petitions for expedited hearing).
- Administrative litigation: DUVAL-STALLA & Associés represents or assists its clients at all stages of administrative litigation (requests for reconsideration, applications for judicial review, claims for compensation) in connection with all administrative proceedings (emergency proceedings, trial of merits).
- Independent administrative authorities: DUVAL-STALLA & Associés represents its clients in connection with specialized proceedings before these authorities, both at first instance (particularly before the Conseil de la Concurrence) and on appeal (before the Paris Court of Appeal).
- Criminal law and Criminal Business Law: DUVAL-STALLA & Associés assists its clients at all stages of the criminal proceedings, from preliminary investigations to trial before criminal courts, whether as defendants or as civil plaintiffs to a criminal procedure in the field of criminal law, economic and financial law, violations of securities and stock exchange regulations, and defamation.
- Labor and social security disputes
- Tax disputes
- Intellectual property and right of publicity disputes
- Arbitration and mediation
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Commercial law and corporate law 