Contributions and mergers auditing

Contributions and mergers auditing

Contributions and mergers auditing plays an essential role in protecting shareholders’ interests in the context of transactions carried out in securities.
We assist you with transactions relating to contributions, merger and spin-off by appraising contributions and mergers. We also assess the value of the special advantages created by these transactions or by the issue of preference shares.


Our partners are frequently appointed by parties directly, or by the Commercial or Regional courts, to issue an opinion on the fairness of a merger or spin-off or to assess the value of a contribution or, where applicable, of special advantages.

Following the introduction of the Warsmann law of 22 March 2012, our partners, or the firm as such, represented by one of its partner, can be appointed as contributions or mergers auditor by unanimous decision of the shareholders or partners.


We have the skills required to handle both public and private-company transactions of all sizes, across a wide range of business sectors.


Our team has also been involved in business combinations resulting in the creation of major groups in various business sectors.

Our technical skills

  • Contributions, merger and spin-off auditing

 

  • Special advantages

Examples of public assignments

Creation of major French groups

  • Creation of Orano (ex New Areva)
  • Creation of Framatome (ex Areva NP)
  • Merger of Rothschild & Co and Compagnie Financière Martin Maurel
  • Merger of Korian and Medica
  • Merger of Canal+ and TPS
  • Creation of Veolia-Transdev Group
  • Creation of Amundi
  • Merger of BNP Paribas and Fortis
  • Creation of BPCE
  • Merger of GDF and Suez
  • Creation of Vivendi Universal

Mergers and partial asset contributions

  • Merger of Bpifrance SA into its subsidiary Bpifrance Financement
  • Merger of Zodiac Aerospace into Safran
  • Contribution by Areva of the nuclear fuel cycle activities
  • Contribution by EDF of RTE shares to a dedicated structure with a view to the entry of new investors
  • Operational and legal reorganization of Ingenico Group in France and abroad
  • Merger between Stallergenes and Greer Laboratories
  • Merger of Foncière Sépric into Patrimoine et Commerce
  • Merger of Foncière 6 et 7 into Foncière de Paris SIIC

Cross-border transactions

  • Merger of BNP Paribas España into BNP Paribas
  • Contribution in the context of the partnership between Rhône (United States) and Eurazeo
  • Contribution by Barclays Bank Plc (UK) of its retail banking and asset management activities in France to a French entity
  • Merger of Corio (The Netherlands) into Klépierre following the public exchange offer launched by Klépierre for the shares of Corio
  • Merger between UK and French subsidiaries of The Chartis Group to combine the insurance platforms in Europe

Tender of shares

  • Contribution by A. P. Moller-Maersk (Denmark) of all the shares comprising the capital of Maersk Oil to Total
  • Contribution by Caltagirone (Italy) of Acea shares to Suez
  • Contribution by Caixa (Spain) of Hisusa shares to Suez Environnement
  • Contribution of Helexia shares to Voltalia
  • Contribution by Vivendi of its stake in SFR to Numéricable

Change of legal structure

Conversion auditing in the context of the conversion into a European company (SE) : Total SE, Vivendi SE, Edenred SE, Faurecia SE, Wendel SE