Delcade advises companies in connection with investment and capital transactions – investment (entry capital of an investment fund). You can follow us on our blog dedicated to corporate law.
The Delcade cross-border team advises throughout the whole process that can be divided into three stages:
A/UPSTREAM: REORGANISATION AND INVENTORY
Developing a business plan in conjunction with financial professionals business partners of our firm.
Identification of client needs (debt, bridge loan).
Identifying tax issues and planning tax enhancements.
B/ FUNDRAISING LEGAL STRUCTURE
Negotiating fundraising mandate: prospecting investment. Delcade can benefit its clients of its network of French and foreign investors. One of Delcade’s assets is its London office and its ties with [English speaking] investors.
Confidentiality agreement and memo information: secure transmission of information to the funds.
Indicative offers ⇒ due diligence (data room: preparation of the information given to third parties) / final offer.
C/ INVESTOR FINAL NEGOTIATIONS
MEMORANDUM OF UNDERSTANDING
Shareholders’ agreement: Delcade proposes the drafting of these documents, extra-statutory instrument whose provisions are binding on all signatories and complement the Articles of Association. Shareholder agreements are confidential, while the Articles are accessible to all. The Articles bind all shareholders while Shareholders Agreement may concern only some. A Shareholders Agreement should facilitate and anticipate the conditions of becoming a shareholder, the rules in place while there and their exit. Writing a Shareholders Agreement avoids the difficulties of interpretation and pre-empts the occurrence of tensions.
They are intended to (i) monitor capital geography, (ii) organise the investor powers.
Alternative to Shareholders Agreement: statutory provisions and preferred shares;
For the capital investor, the quality of the management team (founding members) is an essential element in its decision to invest in the target company. The investor therefore generaly wishes to retain the management team and sustain their involvement in the company.
■ Interest in the management team (eg ratchet call option)
■ Free shares
■ Involvement and sustainability of the management team (inalienability clause, non-compete covenant…).
II. FUNDRAISING FOLLOW-UP
Delcade also advises you on monitoring your investment (post fundraising).
Bridge loan and additional financing loans are often necessary as crisis can arise.
Delcade ensures post investment monitoring including:
– Support for additional funding
– Management of crisis and associated risks.