Drafting of adapted and secure legal documentation for foreign investments in France
Foreign investment in France involves specific legal and regulatory requirements, whether concerning capital structuring, governance, or investor rights. Drafting adapted and secure legal documentation is a central element for securing the transaction, framing relationships between parties, and ensuring compliance with French law.
Our firm, specializing in corporate law and investment transaction taxation, assists foreign companies and investors in the design, drafting, and validation of all legal documents necessary for establishing a business and/or a secondary establishment, for carrying out a fundraising, or for acquiring a stake in France.
Our areas of intervention
1- Term sheet and pre-investment agreements
The term sheet constitutes the starting point of the investment and sets out the main economic and legal terms of the transaction. Our support includes:
- Definition of investment terms and valuation;
- Identification of financial rights and voting rights attached to securities;
- Integration of specificities related to foreign investors;
- Prevention of legal and tax risks related to equity entry;
- Coordination with investor counsel to secure commitments.
2- Shareholders' agreements and ancillary agreements
The shareholders' agreement organizes governance, investor rights, and relations between shareholders. We assist our clients in:
- Drafting specific clauses for foreign investors;
- Organizing decision-making rights and protection mechanisms;
- Implementing liquidity and anti-dilution clauses adapted to French regulatory obligations;
- Alignment with financial instruments used;
- Legal securing of all contractual commitments.
3- Share or bond issuance contracts
Structuring the investment requires drafting issuance instruments adapted to the specificities of foreign investors:
- Drafting of ordinary share, preferred share, or convertible bond issuance contracts;
- Definition of subscription, conversion, or redemption conditions;
- Framing of financial and political rights attached to securities;
- Verification of compliance with French law and applicable international conventions;
- Legal and tax securing of the transaction for the company and investors.
4- Incentive schemes and management packages
The involvement of executives and key employees must be structured in coherence with foreign investment:
- Implementation of free share warrants (BSPCE), share warrants (BSA), or preferred shares, etc.;
- Definition of allocation, exercise, and vesting conditions;
- Tax optimization for the company and foreign beneficiaries;
- Drafting of agreements and integration into the overall fundraising
framework; - Legal securing of instruments and compliance with regulatory obligations.
5- Coordination and overall documentation security
For every foreign investment, consistency among all legal documents is essential:
- Verification of the legal and tax compliance of all documents;
- Coordination with foreign counsel to harmonize obligations;
- Integration of clauses specific to French administrative restrictions and authorizations;
- Assistance in negotiations to secure commitments and anticipate risks;
- Finalization of documentation up to the investment closing.
A confidential, rigorous, and tailored approach
Each foreign investment presents specific challenges related to the sector, the investor's nationality, and the company's strategic objectives. Our firm offers:
- A in-depth expertise in corporate law and investment transaction taxation;
- A tailored drafting, adapted to French and international requirements;
- A complete coordination between investors, founders, and legal counsel;
- A total confidentiality for sensitive and strategic transactions.
A trusted partner to secure foreign investment
We assist our clients in drafting and validating all legal documentation necessary to secure foreign investments in France. Thanks to our expertise, we guarantee the compliance, legal security, and sustainability of agreements concluded between the company and foreign investors.