Recent files with
clients
Discover through real cases, what is our
approach and results with different clients
Advising
a
French
fashion
giant
to
restructure
all
its
companies
in
Spain,
through
a
simplified
merger-absorption
with
extinction
of
the
absorbed
companies
and
the
transfer
of
their
corporate
assets
to
the
absorbing
company,
which
receives
by
universal
succession
all
the
rights and obligations of the other companies.
The
simplified
merger
makes
it
possible
to
dispense
with
certain
documentary
requirements,
such
as
the
preparation
of
a
detailed
merger
project,
the
mandatory
approval
of
the
merger
by
the
general
meetings
of
the
absorbed
companies
or
the
need
for
a
report
from independent experts on the merger project.
As
it
is
a
merger
between
an
absorbing
company
that
already
owns
all
or
a
significant
part
of
the
share
capital
of
the
absorbed
companies,
it
is
not
necessary
to
carry
out
a
capital
increase,
which
simplifies the process.
In this case, our work was carried out in 4 stages:
•
Preliminary
stage:
collection
and
analysis
of
information
and
documents
on
the
companies involved.
•
Preparatory
stage:
obtaining
and
drafting
the
necessary
documents
for
the
approval
of
the
merger,
among
others,
the
Common
Merger
Project.
•
Decision-making
stage:
making
available
and
communicating
information
relating
to
the
merger
to
the
workers'
representatives
and,
where
appropriate,
to
the
workers.
Drafting
of
the
minutes
and
certificates
of
the
companies
participating
in
the
merger.
Carrying
out
the
procedures
for
publishing
the
merger
agreement.
•
Enforcement
stage:
signing
the
deed
of
merger
before
a
Spanish
notary
and
registering
the
deed
in
the
Spanish
Mercantile
Registry.
Attorney
Elodie
LE
GOFF
has
extensive
experience
in
innovative
and
strategic
solutions
for companies in special and crisis situations.