France

Thanks to the qualifications and varied experience of the firm's lawyers, a majority of whom are French or trained in France, Kimbrough & Associés seeks to provide its French clients with efficient and practical legal assistance in the area of corporate and business law (ranging from structure to operations). Our foreign clients also benefit from legal counsel on various issues of French law and administrative formalities that arise in the context of an acquisition or setting up and growing a business establishment.

The firm's active practice in French law matters covers all of our five main practice areas, as illustrated by the following representative examples :

Mergers & Acquisitions :

• Negotiating and drafting of acquisition agreement for France , 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.
• Representation of a leading French hotel group in connection with its takeover bid for a European-based international hotel chain involving analysis of the ownership structure of each of more than thirty hotels and, depending upon whether each individual hotel was directly owned, analysis of related loan agreements – if owned by outside party, analysis of hotel management agreements.
• Representation of a 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 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 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.
• 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.
• In the context of a transfer on the international level of its autonomous branch of activity of manufacture and distribution of polymer rings and bearings by a large American industrial company to an American multi-industry company, contribution of such branch of activity as carried on by a French company member of the seller's group to the French subsidiary company of the purchaser.
• Representation of a company specializing in the establishment and operation of international call centers for the acquisition of a French company within the framework of a multi-country European acquisition.
• 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.
• Due diligence review of French corporate registries in connection with the acquisition of a French medical-products manufacturer.
• 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.
• 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.
• Coordination of a due diligence review by specialized engineering consultants of environmental risks related to the acquisition of a French aluminum can manufacturing plant as part of an overall evaluation of legal risks involved in acquisition of the French operations.
• Analysis of the environmental impact of incidents at a chemical plant in connection with the sale of the French pharmaceutical subsidiary of a French-based multinational in the compressed-air industry.
• Negotiation and drafting of French law agreements for the divestiture of a French cable television company held by a Swiss owner to the Dutch subsidiary of a U.S. cable television company.

Dispute Resolution :

• Representation before French Courts of a European gearbox manufacturer sued for product liability by the end user of a crane, involving analysis of the respective responsibilities of the crane manufacturer, the distributor, the repairman, and the end user.
• Representation of a French company before French courts (Tribunal de Commerce and Cour d'Appel) in a dispute over dissolution of two joint ventures with foreign companies relating to contractual and legal aspects of French and European competition law.
• 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.
• Representation of foreign companies and of individuals before French courts for the enforcement of arbitration awards and foreign judgments.
• Lead lawyer in elaboration and drafting of the damages brief in an ICC arbitration with a € 1,000,000,000 claim against a Middle Eastern state in the context of a long-term contract for the construction and operation of a uranium-enrichment infrastructure project in France, and in-depth review and analysis of a related agreement between a nuclear power company and an electrical power company for the supply of electrical energy to run the nuclear enrichment plant and for exchange of electricity.
• Representation of a U.S. computer leader in litigation in France arising in connection with insolvency proceedings of its European distributor.
• Representation of American collective organizations, representing approximately 90% of performing artists in the United States, in a litigation to recover, for the benefit of such performing artists; sums paid in France to collective organizations (i) for private copying, and (ii) for equitable remuneration.
• Representation of a buyer in a product liability case before French courts against a German manufacturer of industrial packaging production equipment.
• Representation of a buyer in a product liability case before French courts against a Russian manufacturer and a French distributor of industrial robotics.
• Representation of a French company in a claim for breach of contract before French courts against several companies, involving Minitel-related technology and its applications.
• Expert opinion on French conflict of jurisdictions and enforcement of judgments on behalf of companies and individuals.
• Representation of a French company in an ICC arbitration in connection with the termination of a share-purchase agreement with an Italian company.
• Representation of the French subcontractor of an international general contractor concerning multiple claims for cost overruns for the heating, plumbing and electrical installations it considered to be unpaid additional work, involving numerous Requests For Change Orders, Change Orders and contract claims in the context of a major building construction project for a national university complex in the capital city of a Middle Eastern country, involving review and analysis of contracts and specifications, subsequent to a reduction in the scale of the initial blueprints and of the specific problems of each of the participants in the construction process, including the owner, the general contractor, the subcontractors, the architect and the quantity surveyor.
• Representation of an American company in litigation instituted by a recognized French public figure against the company and a leading French magazine, for unauthorized publication of a photograph of such public figure owned by the company and licensed for publication to the magazine.
• Assistance to clients in obtaining depositions and other evidence in France for use in national courts outside of France in accordance with the Rules of The Hague Convention of 1970.
• Analysis of oil concession and operating agreements governing exploration and development in the context of the representation of a French oil company in an ICC arbitration involving claims of several hundred million US dollars.

Corporate – Business Operations :

• With a view to transfer of its production activity to a foreign country while conserving its distribution activity in France, contribution of the distribution activity of the company to a joint venture in the form of a French commercial partnership with the foreign partner and transfer of the production activity to a foreign joint venture.
• 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.
• Negotiation and drafting of agreements with a French consulting firm in architectural and engineering studies, for feasibility studies as well as preliminary design plans pursuant to initial studies, in view of its acting as Owner's project manager for purposes of reconstructing a manufacturing plant, after a fire on the premises, to be used as production facilities, related office space, workers' lounges and related storage areas, technical liaisons for linking different phases of the manufacturing process with adjacent plant areas. Negotiation and drafting of related contrat de promotion immobilière and first demand bank guarantee and insurance matters, including an agreement permitting partial occupation of the premises and allocation of insurance risks.
• Representation of a leading French bank in the negotiation, drafting and local registration of loan and security documentation, with its client, a French-based multinational construction company, in connection with one of its U.S. real-estate investments.
• Legal assistance to a service supplier of a large French aeronautical company for the digital formulation of information on the operation and maintenance of planes, with subsequent Internet transmission of such information by the company to its customers.
• Legal Opinion as to compatibility with EC Law of an exclusive distribution right to be granted to a French company by a U. S. company for a U. S. product in a high-technology industry.
• Negotiation and drafting of a distribution agreement, on behalf of a French software company, for Belgium , France , Italy , Portugal and Spain , through an exclusive distributor.
• Negotiation and drafting of an industrialization contract on behalf of a major French telecommunications company for development of a new generation of mobile telephones.
• Preparation of a joint venture agreement between a U.S. company and a French entity to organize the joint development of an interactive telephonic game for the European market.
• Preparation of a joint venture agreement between a U.S. company and a French entity to develop an interactive telephonic game for the European market.
• Negotiation and drafting of a joint venture agreement in the telecommunications sector between a subsidiary handling space-related activities of a French-based multinational company and a medium-sized American company having developed software capable of tracking a mobile unit on the surface of the earth by satellite. Drafting and negotiating twenty-two contracts to implement legal, tax, and commercial goals of the joint venture, including manufacturing, distribution and trademark license agreements. Formation of the French corporation.
• Preparation of an R&D contract between a French national transport company and an American corporation, in connection with the creation of a joint subsidiary.
• Verification of registration of aircraft with the French Civil Aviation Aircraft Registration Office.
• Analysis of an agreement for the purchase of an aircraft financed by French regional development entities.
• Representation of a leading European airline in connection with the transfer of French debt instruments upon acquisition of over fifty passenger aircraft, with respect to (i) agreements for bridge financing, unwinding bridge financing, GIE (French economic interest grouping) funding of aircraft; implementation of long-ter, financing; purchase of aircraft and interest exchange (documentation among lending banks, regional development authorities and borrower with respect to syndicated loans and credit facilities); (ii) related security documentation (assignments, guarantees; guarantee and other security delegations; delegations of payments; currency deposit agreements, purchase option assignments, mortgages) and documentation of registration of first and subsequent ranking mortgages with French authorities; and (iii) legal opinions as to syndicated aircraft finance and as to the structure of multi-tiered finance-lease arrangements for financing aircraft with Asian and European funds; through subsidiaries of several airline companies and financial institutions.
• Legal opinion as to a syndicated aircraft finance loan among nine French and German financial institutions and an Irish borrower.
• Drafting of documentation for a French joint venture company between two multinational corporations, for the purpose of manufacturing aluminium alloy-based bushing blocks for hydraulic gear pumps and motors, including a shareholders agreement, and operating agreements governing the supply and installation of two production lines and related technical documents, licensing of know-how and provision of technical assistance, and purchase by one of the joint venture partners of the manufactured components.
• Negotiating and drafting an agreement for development and supply of engine parts for Formula 1 with a French automobile constructor involving tight confidentiality obligations.
• Preparation of a commercial distribution agreement in the chemical field between an American software company and a French company for the distribution of software.
• Preparation of a joint venture agreement between a small French company and a large German company to market high water pressure cleaning equipment in France.
• Preparation of a distribution agreement for a French company acting as distributor in France of Japanese-manufactured goods on behalf of the U.S.-licensed distributor.
• Review and redrafting of a standard contract for the purchase and use of computer hardware and software in the medical field for the French subsidiary of a multinational American computer firm.
• Preparation and negotiation of distribution agreements for the French fashion industry.
• Research and consultation regarding airline authorizations delivered by French authorities.
• Our firm's experience extends to treating the specific issues germane to each of the participants in the construction process, including the owner, the general contractor, the subcontractors, the architect and the quantity surveyor both in France and on the international level, in industrial and tourism projects, as well as representing the interests of relevant parties, such as buyers, sellers, creditors or heirs, in connection with real estate.
• Assistance to a US company for export to France of American encryption software.

Corporate - Structure, Financial, Environmental and Labor:

• Provision of services as "General Counsel for France " to a number of multinational corporations, including corporate secretarial functions (documentation and filings).
• Securing work permits for foreign executives employed by French companies.
• Negotiation and drafting of contracts in relation to the formation of a subsidiary for a French multinational.
• Preparation of an English-language legal opinion on French banking regulations for submission to a U.S. State agency in connection with the French bank's application to open a branch in that State to demonstrate reciprocity.
• Representation of a French industrial commercial bank in connection with one of its important customers, a boat manufacturer, in the workout of the boat manufacturer's potential insolvency resulting from failure of a chemical process in fibreglass resins supplied by a major French chemical company, involving negotiations among the bank, its customer and the chemical company.
• Following losses which lowered stockholders' equity below half the amount of authorized capital, recapitalization of the French subsidiary of an American computer services company by reduction and subsequent increase of capital.
• Advice and preparation of documentation for a wide range of collateral and security mechanisms such as guarantees, assignments of debt and pledges of movable property, in U.S., French, and Asian jurisdictions in connection with various asset-based financing arrangements.
• With the objective of ultimately transferring a business activity to a joint-venture with a foreign partner, reorganization of an industrial manufacturing company by reduction of capital, followed by a transformation of the company from a French commercial partnership to a limited liability company.
• Legal audit of a number of financial undertakings, involving financing of spare parts, purchase of shares, mandatory loans, and loan and subsidy contracts granted by French local authorities.
• Representation of French financial institution providing finance for acquisition of an oil tanker, including taking of mortage over the oil tanker under Liberian law.
• 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.
• Legal audit of an R&D contract in the telecommunications sector concerning aspects of intellectual property, between a national French transport company and an American corporation, in connection with the formation of a joint subsidiary made up of companies of various nationalities.
• Study of "green point" regulations (France, Germany , EC) for packaging recycling.

Intellectual Property :

• Negotiation and drafting of model software licensing agreements for a French-based multinational with a private European organization representing transport companies, relating to communications and railway technology, for the purpose of having the French entity's technology adopted as the European standard.
• Défense, en France, des intérêts des héritiers d'un des auteurs littéraires américains les plus connus du XXème siècle à la suite de la publication non autorisée par un éditeur suisse d'une nouvelle traduction de son oeuvre la plus célèbre, dans le cadre d'une action en contrefaçon.
• Representation of the heirs of a world-famous American novelist of this century in a case involving the unauthorized publication, by a Swiss publisher, of the author's best-selling work. The case, based on the term of copyright of an American work under French copyright laws, was decided in favor of the heirs, and became the subject of scholarly commentary in legal work under French copyright laws, was decided in favor of the heirs, and became the subject of scholarly commentary in legal publications.
• Advice to a Ministry of the French Government on the assembly and dissemination of information for a documentation center.
• Advice to a fashion designer in litigation against a company manufacturing copies of her creations.
• Counsel to a prominent French publisher (i) to determine whether the members of a collective organization, and/or the organization itself, is the appropriate recipient of copyright royalties and (ii) regarding the publisher's possible membership in such an organization.
• Preparation and negotiation of photographers' contracts of a well-known photography agency in France, relating to diffusion by the Internet of the photographs managed by the agency, following its acquisition by one of the world leaders of the diffusion of digitized images.
• Legal assistance to an American company concerning rights to a French literary work for the purpose of a television remake.
• Assistance to an internationally known American company with regard to the legal system in France of licenses to use advertising jingle music identifying the company and its products.
• Negotiation of license from a U.S. company to a French company for the distribution of computer hardware and software in the context of security programs involving encryption.
• Representation of a Canadian company in connection with the negotiation and drafting of an agreement governing the use of a secret non-patented industrial process by a French industrial entity.
• Advice to a major department store in Paris with regard to the transfer to it of rights relating to graphics identifying the store, in the context of a contract with the heirs of the American creator of such graphics.
• Legal analysis of contracts involving transfer of rights to the logo of a French airline.
• Ongoing assistance to a French Ministry concerning intellectual property rights relating to schoolbooks and other educational materials published by such Ministry.
• Negotiation of a settlement agreement between a photographer and a French company in a dispute over the unauthorized use of photographs in an advertising campaign.
• Advice to an American theater producer wishing to obtain rights to adapt two literary works by a French author of this century, subject of a film of the past decade, for an English-language theatrical production.
• Counsel to a German film distributor concerning the consequences of its failure to register with the Public Cinematographic Registry a contract for the transfer of rights to release a film in Germany , following public auction of the rights to such film in France .
• French law opinion on the means to determine the scope of copyrights held by a French company on its adaptations of educational products produced by an American company, given the terms of the contract transferring all rights to such products to the American company.
• Representation of a French company in connection with the negotiation and drafting of a license agreement relating to the use of hybrid seeds by an Indonesian joint venture company.
• Advice on the drafting of a standard contract for commissioning photographers to submit their works to State, Departments, Municipalities and other Government entities in France.
• Analysis of the base for calculating proportional remuneration of authors under French law.
• Study on the protection of foreign works in France.