Corporate Law and Cross-Border Mergers & Acquisitions

Introduction Various Systems of Law (Common Law/Civil Law) Corporate Entities Various Forms of Corporate Entities in France and in a Common Law Jurisdiction Country Comparative Analysis (advantages/disadvantages) of Each Corporate Entity in France and in a Common Law Jurisdiction Country Choice of the Corporate Entity The By-Laws Nomination of the Board Meetings of the Board General Assemblies Management of Foreign Affiliates Annual Obligation Areas of Concern Duties and Obligations of the Directors and Shareholders of a Corporation Comparative Analysis of the Duties and Obligations of the Directors in France and in a Common Law Jurisdiction County Comparative Analysis of the Duties and Obligations of the Shareholders in France and in a Common Law Jurisdiction Country Cross-Border Mergers and Acquisitions (M&A) Common Denominator of Transactions Letter of Intent: legally binding or not, Memorandum of Understanding, Heads of Agreement Carve out/Spin off Tax Planning Share or Asset Deals The Due Diligence Phase Objectives of the Due Diligence Process and Team Work Methodology and Role of the Target Party The Due Diligence List General Disclaimers in a Due Diligence Report Full Audit Report Exception : Red Flag Audits Supplementary Information Requirements