Business Lawyer in Paris

Corporate Transactions & Fundraising: structuring the share capital at every stage

A fundraising round is about more than an amount and a valuation. The term sheet, followed by the shareholders' agreement, sets for years to come the balance of power, the exit terms and the founders' position in the event of disagreement. The firm advises founders and investors alike, from the first funding round to the reorganisation of a mature company's share capital, so that every clause is understood before it is signed.

• Review and negotiation of the term sheet, drawing on our list of 20 points to check before signing a term sheet (in French).
• Preparation of a first seed round: choice of instrument, documentation and timetable, following the steps in our founder's guide to raising early-stage funding (in French).
• Drafting and negotiation of the shareholders' agreement (pacte d'associés): governance, veto rights, exit clauses and preserving the founder's control after the round (in French).
• Capital increases, dilution calculations and anti-dilution protection mechanisms (in French).
• Analysis of the liquidation preference (in French) and its effect on how the proceeds are shared on an exit.
• Setting up BSPCE (French founder/employee share warrants; article in French) and management packages to give teams a share in the value they create.
• Capital and governance transactions: conversion of the company into another legal form, general meetings, amendments to the articles of association, admission and exit of shareholders.

Explore how we assist with Corporate Transactions & Fundraising.

Mergers & Acquisitions: securing the transfer of a business

Selling or acquiring a business puts the assets of both the seller and the buyer at stake. For the seller, the aim is to secure a price that is actually received, without disproportionate warranties. For the buyer, it is about identifying, before signing, what the accounts do not show. The firm acts from the letter of intent through to final signing, on the seller's or the buyer's side, in coordination with the chartered accountant (expert-comptable) and, where relevant, the bank.

• Letter of intent and heads of terms: price, payment terms, exclusivity and timetable, with an appropriate non-disclosure agreement (in French) from the very first discussions.
• Legal due diligence on the target company: contracts, disputes, leases, employment matters and ownership of assets.
• Negotiation of the warranty and indemnity (garantie d'actif et de passif, in French), including its caps, thresholds and duration.
• Drafting the seller's non-compete clause, which is only valid if limited in time, geographical scope and activity (in French).
• Share purchase agreement, earn-out, vendor loan and escrow of part of the price.
• Prior notification of employees, where required by law in small and medium-sized enterprises.
• Buyback of a shareholder's shares and organisation of their exit from the company (in French).

To see what thorough due diligence can help avoid, the case study on the takeover of a Paris bakery and the €180,000 of hidden liabilities secured (in French) is instructive. See how we assist with Mergers & Acquisitions.

Founder Wealth Structuring: connecting the company and personal wealth

For a business owner, the company often accounts for most of their wealth. How they hold their shares, pay themselves and prepare for its transfer has lasting legal and tax consequences, particularly as a sale approaches. The firm addresses these questions early, together with the client's notary and tax adviser, so that the legal structure serves a wealth plan rather than the other way round.

• Setting up a holding company and contribution of shares to a holding company with tax deferral (Article 150-0 B ter of the French Tax Code) (in French), in compliance with the conditions this regime imposes, particularly where the holding company later sells the shares.
• Split ownership (separating bare ownership from usufruct) and gifts of shares ahead of a sale, together with the notary: see our analysis of holding companies, split ownership and forward planning.
• Choosing between salary and dividends in light of the French flat tax regime (in French).
• Organising the executive's own single-shareholder company and the optimisation options available in a SASU (in French), strictly within the law.
• Structuring incorporated practices for independent professionals (in French).
• Preparing a family succession, including through a collective share retention undertaking (Dutreil pact) where its conditions are met.
• Executives relocating abroad: retirement review and expatriate strategy (in French).

Explore how we assist with Founder Wealth Structuring.

Business Asset Sales & Commercial Leases: protecting the value of the location

For a retailer, the value of a business often lies in the commercial lease (bail commercial) that comes with it: an overly narrow permitted use, a restrictive assignment clause or a rent exposed to uncapping on renewal can significantly reduce it. The firm assists buyers, sellers, tenants and landlords, from the purchase of the business to disputes arising under the lease. In particular, it takes care to document precisely the turnover, profits, registered charges and lease position, which remains a prudent step even since the former mandatory statements in the deed of sale were abolished.

• Acquisition of a business: due diligence, conditional sale agreement, deed of sale, escrow of the price and publication formalities, following the approach set out in our legal guide to buying a business (in French).
• Assessment of the asking price, using rule-of-thumb valuation scales (in French) and bearing their limits in mind.
• Sale by the seller: price, warranties, taxation of the capital gain on the sale of the business (in French) and what happens to employment contracts.
• Negotiation of the lease before signing: permitted use, rent, works and the clauses to negotiate before you sign.
• Renewal: challenging a rent uncapping (déplafonnement) (in French), refusal to renew and calculating eviction compensation (in French).
• Unpaid rent: formal order to pay invoking the termination clause (in French) and defence of the tenant.
• Taking over a franchised outlet: franchise agreement clauses to review before buying (in French).

Explore how we assist with Business Asset Sales & Commercial Leases.

Setting Up in France: establishing a foreign company on solid foundations

A foreign company setting up in France has to choose a structure, appoint its representatives, organise the mobility of its staff and enter into contracts in a legal environment it is not familiar with. Aknin Avocats, which has already assisted American, British, Italian and Brazilian companies, works in both French and English and remains the company's point of contact once the structure is in place. The right choice depends as much on how the group is organised as on the image it conveys to French clients and partners.

• Choice of the form of establishment: liaison office, branch or subsidiary, depending on the activity actually planned and the level of liability the parent company is prepared to accept.
• Incorporation of the subsidiary, most often an SAS (French simplified joint-stock company): articles of association, governance, powers of the local manager, registration and initial banking steps.
• Mobility of employees sent to France or abroad, within the legal framework for employee expatriation (in French).
• Anticipating the true cost of an expatriation for the company (in French).
• First commercial contracts in France: services, distribution and business introducer agreements (in French).
• Delegations of authority and signing practices, weighing the risks of signing on someone else's behalf (per pro) (in French).
• Annual legal maintenance of the subsidiary: approval of the accounts, sole shareholder decisions and amendments to the articles of association.

Explore how we assist foreign companies with Setting Up in France.

Outsourced General Counsel: a lawyer alongside management, from contracts to litigation

Many SMEs and mid-sized companies have no in-house lawyer, or a legal team too small to handle every issue. Outsourced general counsel gives them a lawyer who knows the business, its contracts and its priorities, and who steps in before difficulties turn into disputes. When a dispute does arise, the same lawyer handles the pre-litigation phase, debt recovery and, where necessary, court proceedings, with no loss of information.

• Drafting and review of everyday contracts: terms and conditions, B2B purchase orders (in French) and service agreements.
• Review of sensitive clauses, such as a waiver of recourse clause (in French) or a substitution clause (in French).
• Recovery of unpaid debts: formal notice (in French), followed by proceedings to recover a debt that is certain, liquidated and due (in French).
• Defence in disputes: responding to a court summons (in French) and using summary (référé) proceedings (in French) where urgency justifies it.
• Enforcement of judgments and challenging a seizure before the enforcement judge (in French).
• Amicable resolution through a settlement agreement (in French), followed by court approval to make it enforceable (in French).
• Corporate housekeeping: preparation of general meetings, approval of the accounts and keeping of the statutory registers.
• Preventing the executive's personal liability, in particular the risk of being held jointly and severally liable (in French).

Explore our Outsourced General Counsel offering.

Depending on your situation: where to start

Here are the most common situations, and the most useful page for each.

You are preparing your first funding round

Before meeting investors, get your cap table, articles of association and negotiating margins in order. Our support for founders raising funds starts at this stage.

An investor has sent you a term sheet

Every term has a precise meaning, even in a document presented as non-binding. Start with our glossary of term sheet terms (in French), then have the document reviewed before you sign anything.

You are going into business together and want to set the rules from the outset

An agreement drafted while everything is going well prevents many deadlocks later on. See how a shareholders' agreement can define each partner's role (in French).

A shareholder wants to leave

Buyback by the company or by the other shareholders, or sale to a third party: the answer depends on the articles of association and the shareholders' agreement. We advise on share buybacks and the reorganisation of share capital.

You are thinking of selling your business in the next few years

Decisions on how to hold your shares are made well before the sale, not on the eve of signing. Planning your wealth structure early keeps more options open.

You are buying a business

Before making any offer, measure the asking price against the business's actual trading. Our business valuation simulator (in French) gives an initial order of magnitude, to be confirmed through due diligence.

Your landlord is refusing to renew the lease

A refusal to renew does not put an end to your rights: save for the exceptions provided by law, such as a serious and legitimate reason, it entitles you to eviction compensation (indemnité d'éviction). Find out how we defend tenants under commercial leases.

Your group is opening a subsidiary in France

Structure, local manager, seconded employees, first contracts: everything is decided in the first few weeks. See how we assist foreign companies setting up in France.

A client has stopped paying you

A well-drafted formal notice is often enough; if not, you need to act quickly. Our debt recovery and commercial litigation support takes over from there.

You have been served with a summons

Time limits run from the moment the writ is served and shape your defence. Read our first steps after receiving a summons (in French), then send us the document without delay.

Our approach, from the first conversation to follow-up

Whatever the practice area, every matter follows the same working discipline.

1. First conversation. You outline your situation by phone, by video call or via the firm's contact form; you receive a reply within 24 hours. This conversation identifies the relevant practice area, the documents needed and any urgent issues.
2. Proposal and fee agreement. You receive a written proposal setting out the scope of the engagement, the timetable and the chosen billing method.
3. Analysis and strategy. The firm reviews the documents, sets out the available options and their risks, then makes a clear recommendation, in coordination with your chartered accountant, notary or tax adviser.
4. Drafting, negotiation and signing. The firm drafts the documents, conducts negotiations with the other parties and their advisers, then organises the signing and the formalities.
5. Follow-up. After the transaction, the firm keeps track of the resulting deadlines (warranties, earn-out, lease milestones, general meetings) and remains your point of contact going forward.

Fees: a written, predictable framework

In accordance with the French Law of 31 December 1971, fees are set out in a written fee agreement, entered into with you before the engagement begins. It specifies the nature of the services and the method of calculation used.

Depending on the nature of the matter, the firm offers:

• a fixed fee per transaction, suited to engagements with a defined scope, such as a fundraising round, a share sale or the acquisition of a business;
• time-based billing, for matters whose extent cannot be anticipated, particularly in litigation;
• a monthly retainer, suited to outsourced general counsel and the ongoing support of a company;
• an additional success fee, possible on top of a fixed fee, where the engagement lends itself to it.

The first conversation serves to define your needs and provide you with a costed proposal. To receive one, tell us about your project.

Why Aknin Avocats

• Direct access to your lawyer, a reply within 24 hours. Your matter is handled directly by the lawyer in charge, who answers your questions without any intermediary. In transactions where timing matters, this availability makes a difference.
• Working in French and English. The firm communicates, drafts and negotiates in both languages, which makes transactions with foreign investors, partners or parent companies easier.
• Coordination with your other advisers. A successful transaction often involves the chartered accountant, the notary and the tax adviser. The firm works with them to keep legal, accounting and tax decisions consistent.
• Based in Paris 9e. Located at 1 avenue Trudaine, the firm meets clients in the heart of Paris and also works remotely with clients elsewhere in France or abroad.

Business law, practised with conviction: understanding your project before drafting the first clause.

Frequently asked questions

How do I choose a business lawyer in Paris?

Three criteria matter more than the size of the firm. First, hands-on experience of the type of transaction you are facing: a fundraising round, the sale of a business and a commercial dispute do not call for the same reflexes. Second, availability: knowing who will actually handle your matter and how quickly they will respond. Third, transparency: a clear fee agreement and an understandable explanation of the risks. An initial conversation is usually enough to check these three points.

When should I consult a lawyer?

As early as possible, ideally before signing anything, including a document presented as non-binding. A letter of intent, a term sheet or a promise to sell often fixes most of the final balance of the deal, and it then becomes difficult to go back on what was accepted. In a dispute, seeking advice at the first sign of difficulty helps to preserve evidence, meet time limits and favour an amicable outcome where one is possible.

How much does a business lawyer cost?

The cost depends on the nature of the engagement, its complexity and its urgency. Depending on the case, the firm offers a fixed fee per transaction, time-based billing or a monthly retainer, with the possibility of an additional success fee. In every case, a written fee agreement is signed before the engagement begins, so you know in advance how you will be billed. The first conversation is precisely the opportunity to define your needs and provide you with a costed proposal.

Do you work outside Paris or remotely?

Yes. The firm is based in Paris 9e, but much of the work in business law is done remotely: video calls, online document review and electronic signature of documents where their nature allows. Aknin Avocats therefore assists clients based elsewhere in France and abroad. For proceedings before a distant court, representation is arranged in accordance with the applicable rules, where necessary with a local colleague acting as counsel of record (avocat postulant).

Are our communications confidential?

Yes. A lawyer is bound by professional secrecy, which covers legal advice, correspondence exchanged with the client and the information entrusted to the lawyer. This duty is binding on the lawyer, and the client cannot release the lawyer from it. You can therefore speak freely about your situation, including its sensitive aspects, from the very first conversation. Where third parties are involved in a transaction, such as investors or a buyer, a non-disclosure agreement supplements this protection.

Can you work in English?

Yes. The firm works in French and English, in correspondence as well as in drafting and negotiating documents. It has, for instance, assisted American, British, Italian and Brazilian companies. Where a document has to be drawn up in French, for example for a formality or court proceedings, the firm can prepare a bilingual version or a working translation, so that foreign decision-makers understand exactly what they are signing.

Fundraising, business sale, wealth restructuring, commercial lease, setting up in France or a dispute: every matter starts with a conversation. To explore a topic beforehand, browse all our resources. When you are ready, get in touch with the firm: you will receive a reply within 24 hours.