Private equity and restructuring

Whatever your level of development, Externalegal can support you at every stage of the fundraising process.

 -Seed capital: this is used to finance the launch of the business (market research, prospecting, etc.) and initial recruitment. These funds are often raised by the founders, their friends or family (love money). They may also be business angels or seed capital firms.
 
-Series A: Series A financing is aimed at optimizing the development of the company's business model (product development, expansion of target markets, etc.). Investors are business angels and venture capitalists.
 
-Series B: the financing obtained at the end of a Series B financing round enables the company to accelerate its development (strengthening of technical, support and sales teams). The players involved are the same as in Series A.
 
-Series C (Scalability): Series C financing is designed to enable the company to rapidly expand its business (notably through acquisitions). It allows for more substantial financing, and is carried out with development capital funds.
 

 Externalegal is with you every step of the way, providing you with the legal certainty you need to succeed at this key stage in your development:
 
-Exec summary
-Pitch
-Business plan
-Negotiation and signature of the LOI
-Due diligence
-Proposal
-Negotiation of shareholder agreement
-Drafting of legal documentation
-Closing
-Receipt of funds

 We assist you in negotiating the clauses of the letter of intent and the shareholders' agreement.
 
 
-Governance clauses: organization of governance (managing directors, strategic/supervisory committee, number of directors on the board, frequency of board meetings, etc.)
 
-Voting rights: organization of voting rules (majority, veto rights, etc.).
 
- Dilution/relution clauses: in the event of difficulties concerning the company's valuation at the time of fund-raising, dilution/relution clauses enable negotiations with investors to be unblocked by providing for a readjustment of the investors' and founding partners' equity stake through the issue of new shares depending on whether or not economic projections defined at the time of fund-raising are achieved.
 
-Bonds convertible into shares (Obligations Convertibles en Actions): hybrid product enabling the issuing company to obtain financing at a lower cost than that prevailing on the conventional bond market, while avoiding dilution. In return, the investor is guaranteed redemption of the bonds at maturity, and has the right, during the term of the bond, to request conversion of the bonds into shares at a predetermined parity.
 
-Bons de souscription d'actions (BSA): BSAs are a security giving the investor the right to purchase a share at a predetermined price. BSAs enable the issuing company to benefit from immediate liquidity by avoiding dilution, in return for a gradual capital increase if the BSAs are exercised.
 
-Anti-dilution clause: clause enabling the initial investor to maintain his or her stake in the capital in the event of a subsequent capital increase, by allowing him or her to participate in the said capital increase.
 
-Ratchet clause: clause enabling investors, in the event of a new capital increase based on a valuation of the company lower than the initial valuation, to subscribe, at their nominal value, to new shares in the company financed in order to maintain their level of participation.
 
-Right of first refusal: clause by which a shareholder or partner wishing to sell his or her shares to a third party undertakes to first propose the sale of the shares in question to the beneficiaries identified in the clause.
 
-Approval clause: a clause setting out the conditions under which shareholders may oppose or approve the transfer of shares to a third party.
 
-Inalienability clause: clause prohibiting the transfer of shares for a limited period.
 
-Tag along clause: clause enabling a minority shareholder to sell its shares under the same conditions as the majority shareholder when the majority shareholder sells its stake.
 
-Drag along clause: clause requiring minority shareholders to sell their shares at the same time as majority shareholders in the event of a 100% sale of the company's shares.
 
-Preferential liquidation clause: clause entitling an investor to priority repayment in the event of a total sale of the company's shares.
 
-Good leaver clause: clause providing for the forced sale of a partner's or shareholder's shares in the event of dismissal for simple misconduct or incapacity, without any penalty on the price of the shares, which will be sold at their real value on the date of sale.
 
-Bad leaver clause: clause providing for the forced sale of a partner's or shareholder's shares in the event of dismissal for serious or gross misconduct, resignation or failure to comply with the shareholders' agreement. The partner or shareholder is penalized on the price of the shares, which are sold for less than the market price.
 
-Claw-back clause: clause allowing a founding partner or shareholder to buy back his or her shares at a discount in the event of resignation.
 
-Management package: clause instituting a profit-sharing mechanism for executives and managers (warrants to subscribe for company founder's shares, allocation of bonus shares, share subscription warrants) with the aim of aligning the economic interests of investors and management.

 Externalegal also assists you and works with you to ensure that your restructuring operations run smoothly:
 
-capital reduction/increase
-universal transfer of assets
-simplified merger
-merger absorption
-merger acquisition
spin-off
-partial asset contribution
-Leveraged Buy-Out (LBO)