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Kimbrough & Associés

Paris, France

Business Law - Corporate

Examples of our experience in Business Law:

Insolvency and Debt Restructuring

Our firm provides advice and assistance to its clients in corporate restructuring, including subsidiaries, recapitalizations and mergers.


  • With a view to future sale of its industrial parts manufacturing subsidiary and its own distribution activity, to two different buyers, a partial asset contribution of the company's own business to another company member of the group; retention of the relationship between the company and its subsidiary, taking into account tax liability.
  • Representation of a European telecommunications company in connection with the preparation of the spin-off of a business of the company, with a view to its contribution to a joint subsidiary with a US telecommunications company.
  • As part of the global divestiture of its full and autonomous branch of manufacturing and distribution of polymer rings and pads by a major American industrial company to a US multi-industrial company, a partial asset contribution project by a French subsidiary of the group to the French subsidiary of the buyer.
  • In view of outsourcing its production activities and the retention of its distribution business in France, the divestiture of the company's distribution activity to a joint venture with the foreign partner and sale of the production business to a joint subsidiary of foreign law.
  • Audit of bids previously made by an international telecommunication company to national telecommunication authorities concerning the creation of a commercial line for continuous service in the form of a joint subsidiary with a US partner.

Recapitalizations :

  • As a result of losses which reduced the amount of shareholders' equity to less than half of the share capital, recapitalization of the French subsidiary of a US service company in the IT sector by reduction followed by an increase of capital.
  • With a view to future sale of the automotive parts manufacturing business to a joint subsidiary with a foreign partner, restructuring of the company by capital reduction to absorb cumulative losses, followed by a transformation of the company, then a general partnership, into a corporation.

Mergers :

  • Advice on compliance with the European merger control rules of a proposed merger between three companies and on the advisability of proceedings before the Court of Justice of the European Communities.
  • Merger - absorption by a French company (a subsidiary of a major American industrial group) of its wholly-owned subsidiary as part of the reorganization of the group's business.
  • In the context of termination of operations of the French subsidiary of a major American industrial group, restructuring of the subsidiary's equity by liquidation of certain assets and dissolution of this wholly-owned subsidiary of a US company, with transmission to the parent company.
  • Acquisition of 100% of the capital of the French subsidiary of an international industrial group, followed by a merger by absorption of the target company in connection with the international acquisition of the business.

Other Examples:

  • Participation in the LBO sale to executives and financial investors, on behalf of a French group, of companies manufacturing or distributing its products: seller due diligence, data-room organization, negotiation of assignment agreements, seller credit, shareholders agreement, guarantee, financing and withdrawal conditions.
  • Participation, on behalf of a French group, in the negotiation and drafting of contracts for the purchase of industrial equipment, guarantees and export financing and for the supply of a multi-utility power station for the realization of a New "green-field" plant.