LeXcom Law firm

We assist either investors or users in the negotiation, drafting and conclusion of business lease agreements and with respect to contract renewal, application of the statute, transfer of leases (or goodwill), contract termination or refusal to renew, sub renting and despecialisation.

Drafting of distribution and sales agreements, general sales conditions, commercial litigations, for domestic and cross-border transactions.

We provide a full corporate service including :

• Drafting of by laws ;
• Creation of all types of companies ;
• Management of the annual shareholders meeting ;
• Management of any by-laws modification ;
• Formalities (including legal registies, etc...).
• Tax management ;
• Accounting (in relation with an accounting firm we usually working with);

• Management and negotiation of new investors’ participation in our clients’ share capital;
• Drafting of shareholders’ agreements, letters of intent, confidentiality agreements;
• Organisation of data-rooms;
• Sale and acquisitions of companies or businesses;
• Share capital increase and decrease operations;
• Mergers;
• Demergers;
• Transfer of statutory offices outside of France.

Implementation of Employee Share Schemes such as Stock options, Restricted Stocks/Performance Shares and BSPCE (French scheme close to warrants), adaptation of foreign schemes to French law, management of the schemes in case of restructuring, tax and social security optimisation of the use of such awards, impact of international assignment of the beneficiaries.

Tax and social security optimisation of employees and corporate officers’ compensation, structuring of global compensation policies, cost estimates of compensation items, implementation of foreign travel premiums mecanisms, benefits in kind, deferred compensation schemes, optimisation of termination indemnities, tax and social security management of compensation items, for the employer and the employees.

Implementation of occupational contingency (health insurance) and pension plans, management of the tax and social security aspects of such types of schemes.

Implementation and follow up of profit sharing schemes (compulsory and non compulsory profit sharing, savings schemes), tax optimisation, management of restructuring impact.

• Distribution agreements, commercial agent or business contributor agreements, study agreements, amendments
• Agreements related to M&A transactions: non disclosure agreements, letters of intent, due diligence, audit reports, transactional service agreements
• Indemnification agreements, performance guarantees, parent company guarantees
• Participated in implementing French « PPP » agreements (« contrats partenariat public-privé »)
• Negotiated services contracts in the specific context of an insolvency proceedings, under the aegis of the CIRI (a branch of the French Ministry of Finance) and of the court appointed judicial administrator

• Wide range of memoranda of understanding, teaming agreements, partnerships
• Commercial cooperation agreements
• Teaming agreements for or after invitations to tender
• Consortium agreements
• Subcontracts
• Pre contractual documentation for invitations to tender (RFI, RFP, requirements)

• Drafting the Code of Conduct
• Writing ethics or professional conduct charters
• Training (support, presentation)

• Drafting and / or reviewing of mandates, delegations of signature
• Drafting and / or reviewing delegations of powers

• Analysing high-risk activities for directors and those people legally exposed
• Reviewing existing procedures and risk management tools in legal matters
• Clarifying legal and operational responsibilities
• Reviewing insurance coverage

• Individual litigation before the Labour courts (first instance industrial tribunals and courts of appeals)
• Collective litigation before the civil courts (e.g., works council litigation, electoral disputes)
• Administrative litigation (e.g., in relation to the termination of protected employees)
• Criminal litigation (e.g., employee representatives issues, health and safety issues)
• Social security litigation, from the non-contentious relationships with the Social security authorities to the litigation before the Social security courts)

• Negotiation and drafting of employment contracts and corporate mandates (e.g., employment and corporate procedures, packages, specific clauses)
• Disciplinary and other individual employment issues (e.g., variable pay, mobility, non compete, harassment, discrimination)
• Individual termination procedure (e.g., mutual termination agreement, resignation, dismissal, retirement)
• Post-termination issues (e.g., settlement negotiation, litigation, post-termination entitlements and obligations)

• Employment aspects of corporate operations (e.g., employment due diligence, negotiation of representations and warranties, harmonization of collective status and other transfer-related issues)
• Works council (and other employee representatives) information and consultation procedures (e.g. drafting of the employee representatives documentation and assistance during the consultation procedure)
• Collective redundancies (e.g., drafting of the employee representatives documentation, job protection plans, correspondence with the Labour administration, internal communication, letters to employees)
• Employee representatives elections
• Issues associated with protected employees
• Collective negotiation (e.g., working-time, annual negotiations on wages, profit-sharing, agreements on senior employees, provisional management of jobs and skills, framework agreements)

• Drafted and negotiated brand license agreements, trade mark co-existence agreements
• Drafted and negotiated patent and know-how license agreements
• R&D and collaboration agreements
• National or international agreements for assignment of IP rights
• Agreements relating to communications and media, advertising management
• IP issues arising from the creation, protection and use of database

• Website hosting agreements, ASP agreements, ISP and web-hosting providers liability
• Terms and conditions of use, B2B and B2C online terms and conditions
• Advising on encryption regulations, electronic signatures and on IT security
• Drafting in-house IT policies

• Drafted, negotiated and coordinated IT outsourcing deals and off-shore
• ERP implementation projects (RFP, selection, agreements, implementation)
• Software licensing, distribution license agreements, software development agreements, SaaS agreements
• Agreements for the provisions of telecommunication network
• IT services agreements (hosting, maintenance support…)
• Risk and contract management
• IT disputes and litigations (failure of IT projects, assessment of risks and damages, legal IT expertise proceedings)

• Collection and use of personal data at an international, regional or local level
• Filing notification procedure to the CNIL
• Agreements for transferring data to affiliated companies or third parties outside or inside EU including drafting intercompany data transfer agreements, implementation of BCRs
• Whistleblowing system, codes of conduct

Tax and social management of international assignments for outbound and inbound expatriates, split payrolls, structure of the compensation packages, of tax equalization mechanisms, personal income tax and social security contributions estimates, tax and social security optimisation of assignment packages, assistance for tax and social security declarations for employers and employees.

Advice on specific issues related to taxation of deferred compensation items (bonuses, share-based plans, pensions schemes...) in cross-border situations, management of repatriation issues, assistance for the establishment of residents and non-residents tax returns.

• Pre-litigations and litigations related to the implementation and termination of commercial contracts
• Economic dependency abuse
• Expertise monitoring, procedures before the civil and commercial courts
• Unfair competition
• Monitoring of collective procedures

• Litigations regarding the validity, holding or postponing of meetings
• Majority or minority abuse litigations
• Management expertise
• Management faults litigations
• Appointments of ad hoc representatives or provisional directors
• Criminal liability of directors (abuse of corporate assets, presentation of inaccurate accounts, etc.)
• Monitoring of proceedings before the Commercial Courts

• Seizures or property sequesters
• Protective measure litigations
• Debt collection
• Litigations before the Enforcement Judge

• Writing mediation and / or arbitration clauses in contracts
• Assistance as counsel in mediations or arbitrations
• Drafting of transactional protocols

• Divorce
• Change of matrimonial property regimes
• PACS
• Estates
• Adoptions

• Monitoring procedures for companies and / or their leaders as civil parties, when they are victims of crime (embezzlement, theft, etc.): filing complaints, writing direct citations, followed by court hearings, pleadings before the criminal courts
• Monitoring procedures for companies and / or their leaders prosecuted for crimes committed in the course of their duties (criminal labour law, criminal environmental law, economic law, etc.)
• Audit risk, implementation of tools such as mandates and delegations of powers, insurance coverage audits

Our purpose is to allow our clients to manage the legal and tax conditions of their purchase in order to ensure a proper takeover of the business. The negotiation of the guarantees relating to asset and liabilities and the related financial guarantee, non compete, the scope of the rights purchased and the litigation clauses are part of the main elements that will allox the purchaser to take over and manage the business.

Such transactions may be operated through one of the many techniques such as LBO, LMBO, OBO, MBO, depending on the purposes of the transactions, with limited risks and tax impacts.

Structuring compensation packages for managers, more particularly with respect to their participation to the share capital, implementation of shareholding vehicles for managers, of various shareholding instruments, and of possible optimisations, organisation of the shares liquidity, negotiation of the conditions of purchase and sale of the shares by the managers.

Advice and litigation with respect to the day-to-day management and the optimization on various tax aspects such as corporate income tax laws in Europe, French tax consolidation regime, VAT and special purpose tax, local and business taxes. International Group tax planning, tax treaties, withholding taxes, tax management of intangible assets (patents, trademarks), transfer pricing and advance pricing arrangements, cross-border restructuring and anti abuse regulations. Assistance provided to foreign enterprises willing to invest in France, PE issue, anticipation of the tax aspects deriving from the cash flows and from the investment financing. Advice to enterprises acting in the innovation, research and development areas, benefit and computation of the research tax credit, innovative companies (“Jeunes Entreprises Innovantes”) and tax regime applicable to the ownership or right to use industrial property rights.

International and domestic tax and legal management of family wealth and professional assets, sales and transmission, international tax optimization, assistance for establishment of tax declarations.

In a decision of November 19, 2009 (DGIc/Samuelson), the Aix Administrative Court confirms the position of the Grasse lower Court : the transfer of shares held in a foreign company is not subject to French registration tax even if the foreign company owns French real estate but to the extent the agreement is signed abroad.

• Assistance during the various tax audit procedures (on the premises or through a remote process)
• Tax enquiries
• Exercise of the communication right by the French Revenue
• Ruling procedures (transfer of the tax losses, roll-over regime of taxation)
• Advance rulings/Applications (abuse of law, Research and Development tax credit, permanent establishment)
• Advance Pricing Agreements (APAs)
• Follow-up of appraisal procedures (transfer pricing, goodwill, enterprise)
• Pre-litigation (claims) and litigation before the administrative court
• Procedures and written questions with the Central Tax Administration (“Direction de la Législation Fiscale”)

Assistance of family groups from a legal and tax perspective in connection with transgenerational transmissions or sales in order to optimize the transmission or sale costs but also the legal process such as shareholders agreement, share holding commitments, asset and liabilities guarantees and sale process. French law has now achieved a significant evolution and several tax optimized systems are now available.

Wide range of legal and tax services including counsel and litigation for domestic and international successions.

• Application of the relevant international tax treaties.
• Negotiation with the French and foreign tax authorities.