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Corporate
UCITS
Employment
Tax
Commercial
Property
Insolvency
Litigation and arbitration
Public Law and Planning
Alma & Peak provides assistance to corporate clients in respect of the day-to-day activities as well as in relation to their external growth and development. This includes assistance with : - day-to-day legal support to companies (approval of annual accounts, management organs, share capital alterations, transformations…);
- Operations relating to the structure or restructuring of companies (merger, splits, winding up, contributions, ...);
- Issuing of shares and designing and implementing stock option schemes
- Implementation of intragroup agreements, shareholders agreements…. ;
- corporate governance matters.
In respect of external growth, our services also include : - acquisition or sale of companies, assets or businesses;
- private equity transactions / LBO – MBO – OBO;
- venture capital
- implementation of cooperation or joint venture agreements.
In these various areas, Alma & Peak assists in before, during and after the relevant operations, from the structuring of these operations, to the negotiation and drafting of the legal documentation regarding these operations and to the post-completion aspects (including with respect to any post-closing shareholders issues or pre-contentious and contentious work in relation to warranties.
The UCITS activity is one of the niches of Alma & Peak. For numerous years, the members of the firm have advised a growing number of funds and fund sponsors, French or foreign (mainly of Luxembourg, Irish or English origin) and notably in the following areas: - their establishment in France or the registration of their funds;
- their on-going relationships with the AMF and the financial regulators;
- structuring of management delegation agreements
- marketing of new products;
- advice on marketing techniques and literature
- advice and negotiation of distribution agreement
Alma & Peak provides advice on all issues concerning labour law, social security law, redundancy issues and the design and implementation of employee savings schemes. It is involved pre-acquisition or restructuring to assess the employment law impact of the contemplated transaction. In addition, it represents clients in contentitious matters before the specialised Labour Tribunals, Social Security tribunals and any other courts. We regularly act for clients in the following areas: - day-to-day personnel management (employment contract, remuneration, secondment, expatriation);
- personnel representation, collective bargaining and labour relations;
- management of the employment aspects of M and A activity, including pre-acquisition due diligence and redundancy plans;
- retirement and social security law, and audits by the social security authorities;
- advising on the status, remuneration and social security position of managers;
- the design and implementation of employee savings schemes.
Tax is an essential element of many transactions on which we work. This is notably the case for acquisitions and restructuring operations. In this context, Alma & Peak, with the support in its team of a former government tax inspector, provides the following tax services; - analysis and advice regarding corporate restructuring;
- choice of tax options linked to the contemplated operations ;
- pre-acquisition tax due diligence;
- real estate taxation;
- transfer pricing;
- assistance with tax audits and litigation.
Alma & Peak provides clients with advisory, negotiation and litigation expertise in all sectors of commercial life. This notably includes: - Sales and distribution systems
- distribution networks: sales representatives, agency, exclusive purchase and sale agreements, franchises, selective distribution,
- choice of distribution systems, drafting of agreements and termination settlements.
- French and European competition law
- anti-competitive practices
- restrictive and discriminatory practices
- unfair competition
- General conditions of sale and invoicing
- Sales promotions and publicity, sales agreements, vendor's liability, product liability
- Intellectual property:
- Advice and assistance relating to trade marks, designs and models, copyright, patents, R&D, know-how;
- Actions for infringement of intellectual property rights, passing off and unfair competition, including the obtaining of protective or provisional measures;
- Domain names.
- Computer and internet law:
- Software;
- Electronic trade;
- Computer contracts;
- Computer services, facilities management, maintenance, sourcing, sub-contracting;
- Providers’ liability;
- Computer security, electronic archiving and signature;
- Secure electronic payments;
- CNIL (French computer and civil liberties authority), IT law and law with respect to civil liberties, personal data.
Alma & Peak advises its clients on their property projects and also acts in relation to all contentious real estate matters. This assistance includes: - assistance with the negotiation for the purchase of properties or of shares of property companies;
- choice of structures to be implemented in respect of tax or legal aspects to take into account ;
- negotiation or implementation of commercial leases and leases
- pre-contentious or contentious matters linked to these transactions.
Alma & Peak advises and assists all parties (businesses, directors, shareholders, employees, suppliers, banks and other creditors) affected by economic difficulties encountered by businesses, both at the stage of prevention of difficulties and at the stage of their resolution. - We advise businesses and their directors at the earliest opportunity, in relation to preventive treatment of difficulties. This phase of assistance often involves restructuring the business, its workforce and its assets and negotiating with creditors (both commercial creditors as well as public bodies such as tax and social security administrations). More formally, it may involve the use of specific measures provided for in the law and aimed at dealing with economic difficulties before they become impossible to remedy (the appointment of ad hoc administrators, the use of a specific conciliation procedure or the safeguard procedure).
Where businesses are insolvent, Alma & Peak accompanies its clients through judicial administration and liquidation proceedings, assisting them in the preparation and presentation of their case and specifically, in the preparation of plans for the recovery of the business. During the course of formal procedures, we represent our clients before the commercial courts and deal with all other parties involved in the procedures, notably court-appointed administrators and liquidators. We advise and assist in relation to actions against directors and shadow directors for orders for disqualification and financial contribution to the payment of business debts. - We also advise and assist creditors of companies in difficulty (notably banks and suppliers). This advice includes advice as to how to pursue debts against a business in difficulty, the procedural steps which can or must be taken during any formal procedures provided for by law, the validity of security and the recovery of property subject to retention of title clauses. - In addition, we assist those wishing to acquire businesses in difficulty or their assets, in particular in the preparation of plans involving court-approved transfers.
Alma & Peak assists and represents its clients in pre-contentious or contentious matters linked to their business. Alma & Peak acts more particularly in corporate and commercial issues as well as in matters linked to post acquisitions transaction issues. In this context, Alma & Peak represents the companies as well as their managers or shareholders before any French courts or arbitral tribunals, being also able, if necessary, with the support of foreign firms with which we have a longstanding relationship, to coordinate actions in several countries.
In the framework of its partnership arrangement with BL Avocats, Alma & Peak is also able to assist its clients on every Public Law aspect of their matters. Established in 1997 by Catherine Barraquand, BL Avocats (www.bl-avocats.fr) is positionned as a niche firm dedicated to the assistance of companies in Public Law matters, the firm acting in non contentious and contentious administrative matters and in the negotiation and the settlement of public orders, town planning and real estate matters. BL Avocats acts for large corporate groups, SMEs and local authorities and is listed in Legal 500 and Les Decideurs as one of the leading public law firms.
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