Logo chevaux

Kimbrough & Associés

Paris, France

Corporate - Business Operations

Examples of our activities in Business Law in the following areas:

Joint Ventures

Our firm is involved in the preparation and negotiation of joint venture agreements for clients engaged in a variety of activities, in general, cross-border.

Examples of Matters Relating to Joint Ventures :

  • Organizing due diligence for sellers of businesses and financial interests in France and abroad to industrial purchasers, American, Japanese, German, Italian and English buyers, such as, for example, sale from a French corporate group to an Italian group of businesses comprising several major industrial sites and multiple French and foreign subsidiaries, involving analysis of the documentation concerning all sites of the group and setting up the data room. Drafting and finalization of agreements, in particular environmental safeguard clauses, analysis of the tax and competition aspects.
  • Participation in numerous corporate acquisitions in Europe, the United States and Brazil for an automobile parts manufacturer of financial participations; negotiation and finalization of the final agreements, including the negotiation of implementing documentation.
  • Representation of a U.S. company specializing in the supply of digital photographs by Internet in the acquisition of a French photographic press agency, involving legal audit and negotiation of acquisition contracts and consideration of competition law and environmental law.
  • Representation of a U.S. company specializing in the establishment and operation of international call centres for the acquisition of a French company within the framework of a multi-country European acquisition.
  • Representation of a U.S. computer software company in negotiations to acquire a French software company, including negotiating and drafting an acquisition agreement and conducting due diligence.
  • Due diligence covering all aspects of a French regional airline and review for finalisation of a contribution agreement transferring the principal activity of such airline, including related assets and liabilities, to a large European carrier.
  • Representation of a multinational in view of its withdrawal from the Southeast Asian oil industry by means of the sale of its shares to an Indonesian company, involving drafting of agreements, including the share-sale agreement, an assignment of debt, an assignment of accounts receivable, a cancellation and release covering all liabilities except those resulting from representation-and-warranty default, and an agreement to establish an escrow account for deposit of the purchase price until fulfilment of all conditions precedent.
  • Representation of a U.S. industrial company in the divestiture of its French distribution subsidiary to a Spanish company, including negotiating and drafting of the sale agreement and ancillary agreements.
  • Management of overall due diligence with respect to France in the acquisition by a U. S. company of another U.S. company having several French subsidiaries with metal-products manufacturing facilities.
  • Representation of a U.S. company in the sale of its two French subsidiaries specializing in the manufacture and sale of electronic and mechanical parts, within the context of an international transaction involving sales of subsidiaries in various countries.
  • Participation in the negotiation and drafting of a share-purchase agreement on behalf of the seller, a French-based multinational in the compressed-air industry, for the divestiture of one of its subsidiaries in the pharmaceutical/chemical industry, including analysis of the environmental impact of incidents at a chemical plant.
  • Representation of a European telecommunications company in connection with the spin off of a branch of the company's activity by transforming it into a subsidiary for contribution of same to a joint venture with a U.S. telecommunications company.
  • Negotiation and drafting of a share-purchase agreement, together with related put-and-call option agreements structuring a two-phase acquisition, the first immediately upon completion of due diligence, and the second five years later upon the fulfilment of certain conditions, together with related shareholder agreements and other implementation documents.
  • Assistance to a number of French companies in a multiparty arbitration, between the sellers and purchasers, in order to determine certain accounting parameters for determining the final price of shares subject to provisions of the share-purchase agreements.
  • Arbitrator in an ad hoc arbitration involving representation and warranty claims pursuant to a sale of a company following a tax audit of that transferred company, resulting in the assessment of back taxes.
  • Legal opinion on the protection of minority shareholders in a takeover of a large French publicly held corporation in the luxury-goods industry, including analysis of COB (French counterpart of the SEC) regulations and decisions.
  • Legal opinion on the most appropriate timing for notification to both the COB and the European Commission (Concentration Task Force) of an acquisition by a publicly held corporation subject to EC competition regulations on concentration.
  • Participation in the implementation of legal transactions aiming at an alliance between two French and American pharmaceutical groups: retrieval of documentation from numerous sites in the group, setting up the data room for due diligence and participation in the finalization of agreements relating to the Europe area with a view to combining their respective pharmaceutical activities. Following the acquisition by the French company of a branch of the American group, negotiation and drafting of mergers arising in certain European countries.
  • Participation in the negotiation and drafting of a share-purchase agreement on behalf of the seller, a French-based multinational in the compressed-air industry, for the divestiture of one of its subsidiaries in the pharmaceutical/chemical industry, including analysis of the environmental impact of incidents at a chemical plant.
  • Preparation, negotiation and drafting of contracts on behalf of a European group of pharmaceutical products, transfer of pharmaceutical products and marketing authorization, trademark and patent files and negotiation.
  • Representation of a U.S. medium-sized musical-instruments company, following its acquisition of a French closely held company, involving French company and labor law issues.
  • Due diligence review of French corporate registries in connection with the acquisition of a French medical-products manufacturer.
  • ADue diligence on a French high-growth group of companies manufacturing and distributing shelving and display cases used in large-volume discount distribution.
  • Negotiating and drafting acquisition agreement for France in the framework of a multijurisdictional transaction, involving merger by absorption of the acquired company and retention of its corporate name, as part of the world-wide acquisition in the business sector of light bearings and self-lubricating bearings, including the related setting up of two companies for the separate purchase of real estate.
  • Negotiation and drafting of the acquisition agreement in a transaction to expand client's activities into the area of manufacturing and sale of universal joints for industrial application, particularly in industrial vehicles.
  • Legal opinion as to the compatibility of a proposed merger between a French, an Italian and a Canadian company with EC Regulations on Merger Control and as to the merits of a potential case to be submitted to the European Court of Justice.
  • Merger by absorption by a French company (subsidiary of an important American industrial company) of its wholly-owned own subsidiary, as part of the reorganization of the business activity of the corporate group.
  • Acquisition of 100 % of the capital of the French subsidiary of a large international industrial group, followed by a merger by absorption of the acquired company, as part of an international acquisition of a branch of business activity.
  • In the context of terminating the business activity of a French subsidiary of a large American industrial company, restructuring of the net equity of such subsidiary by the realization of profits from the sale of certain assets, followed by dissolution of such subsidiary (wholly-owned by a company member of the American company’s corporate group), with the effect of automatically transferring all assets to the parent.
  • Representation of a French group in the negotiation and drafting of contracts for the purchase of industrial equipment, export financing and guaranties and of furnishings for a multi-utility power station designed for the setting up of a new "green-field" factory.