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

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

  • Subsidiary formation covering french activities of anglo-saxon banking institutions
  • RTE subsidiary formation in the context of the equity investment of Caisse des Dépôts et Consignations
  • Subsidiary formation covering all operational activities of Ingenico Group
  • Stallergenes Group restructuring

Cross-border transactions

  • Tender of shares in utilines
  • Merger of Corio into Klépierre
  • Cross-border merger of the British and French subsidiaries of an insurance group

Tender of shares

  • Tender of Rhone shares to Eurazeo
  • Tender of Acea shares to Suez Environnement
  • Tender of SFR shares by Vivendi to Numericable
  • Tender of shares as part of the reorganisation of a listed wines and spirits group

Valuation of special advantages and preference shares

  • Special advantages granted to shareholders in the context of the acquisition of an industrial logistics company
  • Special advantages granted within a real estate group in the context of an acquisition of interest

Change of legal structure

Valuation of the special advantages to be granted by an investment fund to the limited liability partner in the context of a change of legal structure from a partnership limited by shares to a simplified limited company