> Paris : 47, avenue Hoche - 75008 Paris - Tél. +33 1 58 05 38 05 - Fax +33 1 58 05 38 00 / London : The Broadgate Tower - 20 Primrose Street - London EC2A 2EW - Tel. +44 (0)207 596 2842. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Société Civile Professionnelle d’Avocats - Membre du GIE Capital Ingenium - www.ayachesalama.com
Place our 10 partners in a room with a lot of coffee and some chocolate and pose a simple question: “Who are we?”. Rest assured endless and passionate debate follows. Don’t expect one single answer... However, these are 4 points which we can all unanimously agree on:
First of all, we are an organization made of men and women: so far, nothing new or differentiating. But actually, for those who know us, this does set us apart, as we particularly care for the men and women with whom we work, both our staff and our clients, for their qualities and values, and the commitments which we choose to convey together.
Then, we are lawyers: it is true that we are a far cry from the lawyers of yesterday and that not one of us sputters anymore into a traditional voice recorder. Nevertheless, our profession remains that of counseling our clients in compliance with the rules set by the profession which we honor. We are responsible towards our clients and our duty is to act with due care.
We are also technicians: cases and transactions are increasingly challenging within a legal and regulatory framework which is both complex and constantly changing. The technical dimension has become essential. Each one of us is specialized and none of us will venture into unknown fields without the necessary technical support.
Lastly and especially, we are real entrepreneurs: we have close to 60 individuals in the Firm which, in many respects, operates as a business. We understand the issues faced by our clients, their needs and their doubts, because we share them too. This proximity leads us to use pragmatism, responsiveness, and flexibility as our guidelines, and to always take into account the strategic aspect of cases and transactions.
As we are obviously, individually and collectively, many other things, we invite you to meet with us to discover more.
Who are we?
2003Bruno Erard joins the Firm as head of the Tax department
Schwarzenegger governor of California
1st Chinese in space
A new identity and a new name
Felix Baumgartner breaks the sound barrier during a free fall
2009Creation of Capital INGENIUM between AyacheSalama and Capstan
AYACHESALAMA CELEBRATES ITS 20TH BIRTHDAY
Two of AyacheSalama’s nine partners are women
Michael Jackson, the king of pop, dies
2011 2012An additional strategic team joins the Firm: Patrick Amouzou’s IP/IIT team (Information Technologies, Industry and Intellectual Property)
The Firm’s greeting card wins the Jury’s Favourite Award at the “Prix Opéra”
7 billion human beings on earth
8203510
AYACHESALAMA IS
AREAS OF EXPERTISE
LAWYERS
PARTNERS
YEARS OF EXPERIENCEOVER
OVER
AYACHESALAMA IS:
from to
OUR DNA
KEY DATES
1992 CREATION OF THE FIRM Jodie Foster is awarded
an Oscar for her role in The Silence of the Lambs
1997Increased International DevelopmentReinforced Foreign Partnerships
Dolly: the first cloned mammal
Hong-Kong returned to China
2004
Saddam Hussein captured
Strategic merger with Tordjman & Associés, reinforcing the Firm’s focus on corporate finance work with an emphasis on private equitySetting up of a Banking & finance departmentConfirmation of a mixed French and Anglo-Saxon cultural model
Creation of Facebook by Mark Zuckerberg
AVOCATS RESPONSABLES
from A as in Attorneys to S as in Services tailor-made
Signature of the Maastricht Treaty
OUR PRACTICES
Our team has been active in this market for over 30 years and advises an average of more than 30 transactions per year. It has acquired a major standing in its market.
What we do:
• All types of M&A transactions: transfers, acquisitions, joint-ventures, reorganizations, divestments, carve-outs
• All types of private equity transactions: venture capital, growth capital and Leverage Buy Outs (LBO, LMBO, LMBI, OBO, BIMBO)
• All types of equity financing and group restructuring transactions
• Turnaround transactions (reorganizations, structuring and/or debt renegotiation within the framework of any amicable settlement
procedure (mandat ad hoc, conciliation) or sauvegarde proceedings) with, where appropriate, the joint intervention of the Banking & finance team
How we do it:
• To the best of our ability, thanks to a team over 20 dedicated specialists, including 6 partners with a French and Anglo-Saxon cultural and training background
• In compliance with our values, specifically pragmatism, and with a particular emphasis on technical expertise
• With the support of the other departments of the Firm (Tax, Intellectual Property…) to procure a specific and efficient response to a global issue
Our French and foreign clients:
• Listed and privately held companies and groups, in many assorted business sectors (sometimes even those unexpected)
• Private Equity funds and family offices• Hedge funds and financial service providers• Managers and entrepreneurs
Our team has been operational for over 12 years. It handles on average some 50 cases and transactions per year for major players in the new technologies sector and it is constantly expanding.
What we do:• We advise our clients within the framework of the implementation and
operation of IT and industrial systems as well as in respect of the acquisition, management or transfer of components of their intellectual property assets. These projects cover, inter alia:> the integration, the maintenance and the ongoing operating upkeep
of systems,> outsourcing, the setting up of datacenters and system hosting,> the provision of cloud services (SaaS, PaaS, IaaS, etc.),> helpdesks and support contracts,> the setting up of voice-data telecom networks,> the transfer of technologies, patent licenses, copyright, trademark,
brand and design licenses, > e-commerce and m-commerce,> the dematerialization of exchanges,> telecommunications, electronic communication services,> the setting up of logistical units or services for industry and retail
trade,> the compliance with and declarative formalities arising from the
protection of personal data.
• We also intervene in litigation in the event of disputed performance of these projects and we have developed specific know-how in terms of project remedies
• We work with a top-ranking industrial property firm for patent and trademark filings over an extended period of time
• We handle the most highly specialized issues in terms of competition or distribution with, as applicable, the help of specialists
• We also rely on partners with long term expertise in respect of the valuation of intellectual property rights or damages
How we do it:• With pleasure and thanks to a team of 5 lawyers. Each member uses
his/her technical expertise in order to understand the client’s business processes and their specific constraints
• We often intervene regarding innovative projects and we integrate ourselves, generally from the preparatory phase of tender to the technical and financial offer
• In each case, we analyze the stakes and risks with a view to delivering pragmatic and operational advice
• We strive to be straightforward and understood by our clients
Our French and foreign clients:• Large or small companies, generally innovative • Investors who seek to verify the intangible value of a target acquisition
What we do:• First-ranking expertise in Private Equity, M&A and group restructuring,
resulting from the development and implementation of a large amount of structuring work over the years
• Without omitting the fundamentals, which are corporate tax advice, counseling in connection with tax audits, tax litigation, risk avoidance and optimization
How we do it:• An experienced team with numerous years of tax practice• Experience acquired in large international firms and major corporate
groups• Experience acquired in a corporate environment which offers
pragmatic and operational responses to client requirements• A team size affording personalized and close counseling• Recognized expertise acquired through universities or in private training
organizations, the drafting of technical articles in specialized reviews…and put simply: client loyalty
Our French and foreign clients:• Investment funds• Major groups, small and medium-sized businesses, family shareholders,
managers• Banks
MERGERS & ACQUISITIONS - PRIVATE EQUITYPartners: Alain Levy – Bernard Ayache – David Ayache – Gwenaëlle de Kerviler – Olivier Tordjman – Sandrine Benaroya
Partner: Patrick Amouzou
IP/IIT (INFORMATION TECHNOLOGIES, INDUSTRY AND INTELLECTUAL PROPERTY)
BANKING & FINANCEPartners:Alain Levy – Gwenaëlle de Kerviler – Olivier Tordjman
What we do:• Financing in the broadest sense: loans,
traditional bilateral or syndicated bank funding with a specific focus on acquisi-tion finance (senior and mezzanine) in the context of Leveraged Buy Outs or M&A transactions
• “Special” financing: structured finance, negotiation of derivative master agree-ments for FBF and ISDA contracts, as well as very specialized financing, such as the financing of the digitalization of movie theaters or other unusual assets
• Turnarounds: debt renegotiation or res-tructuring (corporate or LBOs) on behalf of companies, shareholders or creditors (in particular, within the framework of amicable proceedings - mandat ad hoc, conciliation - or sauvegarde proceedings)
How we do it:• We take part in all contemplated stages
of the transaction (structuring, drafting, negotiation, setting up of the financing)
• We handle transactions specifically and globally, thanks to a dedicated team with comprehensive and global skills in corporate finance
• We display pragmatism, thanks to our in-depth knowledge of market practices and the players therein
• We are independant, which allows us to advise both lenders and borrowers or issuers, and to seek changes in market practices without hesitation if the interests of our clients so require
• We are particularly fond of cases with a significant degree of complexity
• We have over 20 years of experience in financing
Our French and foreign clients:• Lenders: banks, financial institutions and
mezzanine funds• Borrowers and issuers: corporate or
financial investors (private equity funds and other investors)
• Law firms which do not have resources in the financial field (either on the lender side or on the issuer/borrower side)
Partner: Bruno Erard
TAX
What we do:• All real estate investment transactions: acquisitions, transfers,
restructuring of real estate assets and real estate companies, etc.:> legal due diligence on contracts, particularly leases,> real estate financing,> negotiation and drafting of the legal documentation,> pre-trial disputes and litigation arising out of these transactions.
• All real estate asset and rental asset management transactions, including:
> negotiation and drafting of business rental agreements: commercial leases and related options, sub-leases, locations gérances, etc.,
> terminations and renewals, both amicable and judicial,> litigation pertaining to the performance of commercial leases,> transfer agreements: purchase of leasing rights, businesses, etc.
How we do it:• In a bespoke manner, thanks to our practical knowledge of our clients’
operations and their market constraints, acquired through more than 20 years of experience in the field
• Efficiently, thanks to our network of institutional investors, major managers of commercial malls, real estate agents, mortgage finance banks, etc.
• Comprehensively, with the help of the Firm’s other departments (Tax team, M&A team regarding complex corporate issues, etc.)
• Thanks to our effective participation in negotiations• Good-humoredly
Our French and foreign clients:• Investors, individuals or institutions
• National or international stores
Owing to the cross-disciplinary nature of the subject matter and in order to offer our clients the most comprehensive service, we act through the Groupement d'Intérêt Economique (Economic Interest Group) Capital INGENIUM, organized in partnership with Capstan, the leading labor law specialist. GIE Capital INGENIUM, exclusively dedicated to employee shareholding and savings, pools the respec-tive expertise of both of our Firms in corporate, financial, tax and labor law and allows us to offer our clients a unique and bespoke solution.
What we do:
• Stock issues reserved for employees, free share allocation plans, stock options, BSPCE (founder warrants), co-investment, FCPE (company mutual fund), PEE (company savings plan), employee profit sharing, structured products, warrants, cash plan, etc.
• Beyond these operations, Capital INGENIUM has become a veritable think tank and a reference with its annual Report on Employee Sharehol-ding and Savings in France, and its active participation in reform projects.
How we do it:
• We take part in all stages of the contemplated transaction (structuring, drafting, negotiation, setting up of the incentives)
• With a network of seasoned international partners in this field, who we selected independently from any other network of partners in other areas and who we regularly audit and put to the test for the benefit of our clients
• A strategic partner for our clients, we have developed unique know-how in providing a legal and economic decision-making tool which affords the selection of the most suitable solution for the benefit of the company, its employees, managers and shareholders
Our French and foreign clients:
• HRMs, Compensation & Benefits managers, CFOs, general managers and in-house counsels
• Listed and privately held companies, investment funds (for programs in respect to their profit sharing plans) and even family owned companies
• In all cases both French clients and foreign groups in respect to their French subsidiaries
What we do:• Reorganization of insolvent companies:
> diagnostic of the situation and the difficul-ties of the corporation,
> advice as to the appropriate proceedings: amicable and confidential (mandat ad hoc, conciliation) or creditor protection (sauvegarde, receivership, liquidation),
> proceedings, relations with court-appoin-ted agents, Commercial Courts, the public administration (ciri, ccsf),
> negotiation and drafting of conciliation pro-tocols, continuation plans, or sauvegarde plans,
> counseling of the creditors of companies experiencing financial difficulties (drafting of claim filings, appointment of controlling creditors, follow up of proceedings),
> counseling of management in the context of a litigation.
• Acquisition of insolvent companies:> screening for targets,> analysis and audit of the transferred
operations,> negotiation and drafting of the acquisition
bids,> follow-up of the proceedings before the
Commercial Courts.
How we do it:• Our team offers its clients genuine expertise
and knowledge of the network of creditor agents and of Commercial Courts
• We offer a financial and legal approach and a responsive and pragmatic service
• We work interactively with the Firm’s other departments, notably the Tax team
• We endeavor to make simple and comprehen-sible that which is otherwise complex and arduous
Our French and foreign clients:• Companies in various business sectors as well
as investorsWhat we do:
• General commercial disputes
• Post-acquisition litigation, M&A and private equity disputes
• Financial services commercial, liability and regulatory disputes
• White-collar crime
• Alternative dispute resolutions (arbitration and mediation)
How we do it:
• A department managed by a partner with more than 30 years of experience and practice, assisted by seasoned associates
• Acknowledged expertise and judicial practice
• Relaxed exchanges and excellent responsiveness
• Permanent availability to our clients with an interactive and intuitu personae relationship
• Team size affording personalized and close counseling
• The reliance, when necessary, upon the expertise of the Firm’s other departments or qualified outside professionals, in order to reinforce our own expertise in respect to specific issues
• A pragmatic approach to issues and a leading role in strategic counseling
• An excellent knowledge of the ambiguities of judicial procee-dings and the judicial environment
• Our motto: do whatever is necessary to avoid a trial, but fight to the end when it becomes inevitable
Our French and foreign clients:
• Investment funds and their Limited Partners, which we counsel regarding liability claims and equity transactions
• Industrial groups, which we advise particularly in connection with post-acquisition disputes
• Investment service providers, which we advise in connection with liability actions, including their liability in connection with market transactions or in connection with labor law disputes with traders
• Pharmaceutical firms, which we advise particularly in connection with defective health products and more generally with their medical liability
• Agribusiness groups, which we advise in the context of abusive economic dependence, breach of arranger briefs, or in criminal law, in respect to misrepresentations or breaches arising under EU aid
Partner: Michel Ayache
LITIGATION
Partner: Denis Salama
REAL ESTATE
EMPLOYEE SHARE INCENTIVE & SAVING SCHEMESPartners: Alain Levy – Bruno Erard – Olivier Tordjman
INSOLVENCYPartner:Denis Salama
Mergers & acquisitions - Private equity
Banking & finance
IP/IIT (Information Technologies, Industry, Intellectual Property)
Litigation
Tax
Real estate
Insolvency
Employee share incentive & saving schemes
Plug Play&expertise, responsiveness, creativity
AyacheSalama avocats> Paris : 47, avenue Hoche - 75008 Paris - Tél. +33 1 58 05 38 05 - Fax +33 1 58 05 38 00> London : The Broadgate Tower - 20 Primrose Street - London EC2A 2EW - Tel. +44 (0)207 596 2842www.ayachesalama.com
Patr
ick
Am
ouzo
u sp
ecia
lizes
in IT
, new
tech
nolo
gies
and
inte
llect
ual
prop
erty
. He
advi
ses
reco
gniz
ed c
ompa
nies
and
pub
lic o
rgan
izat
ions
in th
e se
t up
of th
eir p
olic
ies
and
of th
eir c
ontr
actu
al to
ols.
He
also
adv
ises
rega
r-di
ng th
e tr
ansf
er o
r lic
ensi
ng o
f int
elle
ctua
l pro
pert
y ri
ghts
and
cov
ers
the
indu
stri
al a
nd s
ervi
ces
sect
or a
s m
uch
as th
e lit
erar
y an
d ar
tistic
sec
tor.
p.am
ouzo
u@ay
ache
sala
ma.
com
AyacheSalama goes green!It was with an ironic smile that some greeted this project, given the reams of paper and various supplies we consume, as well as the high utility bills which the Firm clocks up. It was precisely in this context that we sought to initiate within the Firm a collective and individual effort to promote sus-tainable growth. Komin'Green is a process – internal for the time being - whose purpose is not to explain why it has become urgent to discontinue the trade of seal derivative products. Rather, its primary goal is to increase the awareness of the Firm’s lawyers of the ecological and environmental consequences of their daily behavior within the Firm, as well as outside of it. Via genuine and playful activities such as a bio cooking competition or a week of “green” challenges, we wish to encourage positive change in these areas.
A V E N T U R E S K S E D P L E HT S A L O D G E A N A P P E A L DA C S D N O I T A C I F I T O N EX O D E V S H A R E H O L D E R CA N E U T I G U I D A N C E S S RM F L N B S C G O O D W I L L N EA E T I O E O E T S E U Q E R O EL S A O N G U M S S P C Y L W I SA S H N U D T E F T E O C A A T ES O L E S E P R L O N D R P R C GE P I B L H U G O C A E E S R E AH T C B R D T E W K L D M E A R RC I E I T G I R R U M P U S N R EA O N T U O L N G R A N T O T O VY N C D O L A V G L E G A L L C EA S E A C D W S C L O S I N G L L
guidances - delta - decree - court - stock - bonus - ayachesalama - flow - code - grant - union - options - closing - ventures - assets - law - hedge - ebitda - mercy - goodwill - shareholder - output - lapses - helpdesk - gold - advices - merger - licence - lodge an appeal - tax leverages - notification - confess - penal - holding - request - rump corrections - legal - vs - warrant
Owing to the particularly anxiety-producing and time-consuming nature of our professional activities, the Firm has noted that time devoted to sports is no more than residual! And since sports are one of the best means of relaxation, the Firm decided to promote them by organizing the Cool Basketball Association, a foundation for the playful yet athletic practice of basketball for law, finance and corporate professionals. It meets every Tuesday at the gymnasium of the Théophile Gautier School at Neuilly-sur-Seine, offering training
or friendly basketball games among friends and professional relations who want to practice sports on a non-competitive basis, whatever their skills in the field.
For more information see: [email protected]
OUR PARTNERS
HAVE A BREAK...
Pho
tos
cred
its: G
etty
Imag
es a
nd F
elix
Led
ru -
Rea
lizat
ion:
Ala
in L
evy
prac
tices
mai
nly
in th
e fie
ld o
f ban
king
and
fina
nce.
He
also
ad
vise
s hi
s cl
ient
s re
gard
ing
M&
A, L
BO
s, e
mpl
oyee
sha
re in
cent
ive
and
savi
ng s
chem
es, a
s w
ell a
s re
stru
ctur
ings
and
turn
arou
nds.
a.le
vy@
ayac
hesa
lam
a.co
m
Ber
nard
Aya
che
has
advi
sed
M&
A tr
ansa
ctio
ns fo
r ov
er 3
0 ye
ars,
on
both
the
selle
r’s s
ide
and
on th
e bu
yer’s
sid
e. H
e al
so a
dvis
es h
is c
lient
s in
th
e ar
ea o
f pri
vate
equ
ity a
nd m
ore
part
icul
arly
LB
Os.
His
exp
ertis
e al
so
exte
nds
to tu
rnar
ound
s.
b.ay
ache
@ay
ache
sala
ma.
com
Bru
no E
rard
is e
qual
ly s
peci
aliz
ed i
n do
mes
tic a
nd i
nter
natio
nal
taxa
tion
. He
advi
ses,
in p
artic
ular
, reg
ardi
ng ta
x as
pect
s of
M&
A tr
an-
sact
ions
, LB
Os,
and
gro
up f
inan
cing
and
reo
rgan
izat
ions
. H
e al
so
advi
ses
corp
orat
ions
in
resp
ect
to t
heir
tax
man
agem
ent,
whe
ther
in
ter
ms
of r
isk
man
agem
ent,
tax
optim
izat
ion,
or
conc
erni
ng t
heir
re
latio
ns w
ith th
e ta
x ad
min
istr
atio
n.
b.er
ard@
ayac
hesa
lam
a.co
m
Dav
id A
yach
e ad
vise
s hi
s cl
ient
s re
gard
ing
thei
r M
&A
tra
nsac
tions
, gr
oup
reor
gani
zatio
ns o
r in
conn
ectio
n w
ith g
row
th c
apita
l, ve
ntur
e ca
pita
l an
d LB
Os.
He
has
a st
rong
and
reco
gniz
ed in
tern
atio
nal p
ract
ice.
d.
ayac
he@
ayac
hesa
lam
a.co
m
Gw
enaë
lle
de K
ervi
ler
advi
ses
mai
nly
in c
onne
ctio
n w
ith M
&A
an
d pr
ivat
e eq
uity
tran
sact
ions
, and
, mor
e pa
rtic
ular
ly, i
n co
nnec
tion
with
LB
Os,
as
coun
sel f
or in
vest
men
t fun
ds. S
he a
lso
cove
rs a
cqui
siti
on
fina
ncin
g (b
anki
ng o
r m
ezza
nine
) an
d co
rpor
ate
finan
ce a
nd a
dvis
es
rega
rdin
g tu
rnar
ound
and
deb
t res
truc
turi
ng tr
ansa
ctio
ns.
g.de
kerv
iler@
ayac
hesa
lam
a.co
m
Oliv
ier
Tord
jman
has
adv
ised
his
clie
nts
for
mor
e th
an 2
0 ye
ars
in
conn
ectio
n w
ith M
&A
, pri
vate
equ
ity a
nd b
anki
ng a
nd fi
nanc
e. M
oreo
ver,
he
has
dev
elop
ed a
sig
nific
ant
spec
ializ
atio
n in
the
are
a of
tur
naro
unds
an
d ad
vise
s re
gard
ing
the
impl
emen
tatio
n of
em
ploy
ee s
hare
ince
ntiv
e an
d sa
ving
sch
emes
. o.
tord
jman
@ay
ache
sala
ma.
com
Sand
rine
Ben
aroy
a ha
s de
velo
ped
her p
ract
ice
in th
e fie
lds
of M
&A
, pr
ivat
e eq
uity
and
com
pany
law
. She
adv
ises
mai
nly
in c
onne
ctio
n w
ith
rest
ruct
urin
gs,
mer
gers
and
equ
ity t
rans
actio
ns.
She
also
reg
ular
ly
advi
ses
in r
espe
ct to
turn
arou
nds.
s.be
naro
ya@
ayac
hesa
lam
a.co
m
Den
is S
alam
a ha
s ad
vise
d fo
r ne
arly
30
year
s bo
th d
omes
tic a
nd
inte
rnat
iona
l sm
all a
nd m
ediu
m-s
ized
com
pany
man
ager
s re
gard
ing
thei
r st
rate
gic
and
lega
l cho
ices
rela
ting
to th
e co
mpa
ny li
fe-c
ycle
. He
advi
ses,
in
part
icul
ar, r
egar
ding
the
rest
ruct
urin
g of
inso
lven
t com
pani
es. H
is p
ract
ice
also
cov
ers
advi
sing
clie
nts
invo
lved
in b
usin
ess
real
est
ate
inve
stm
ents
as
wel
l as
in th
e m
anag
emen
t of r
eal e
stat
e as
sets
and
ren
tal p
ortf
olio
s.
d.sa
lam
a@ay
ache
sala
ma.
com
Mic
hel A
yach
e ha
s de
velo
ped
for
over
30
year
s a
sign
ifica
nt p
ract
ice
in
litig
atio
n, p
artic
ular
ly in
pos
t-ac
quis
ition
litig
atio
n, b
usin
ess
law
litig
atio
n,
liabi
lity
disp
utes
and
whi
te-c
olla
r cr
ime.
He
also
pra
ctic
es a
ltern
ativ
e di
sput
e re
solu
tions
(arb
itrat
ion
and
med
iatio
n).
m.a
yach
e@ay
ache
sala
ma.
com
SUSTAINABLE ATTORNEYS
> Paris : 47, avenue Hoche - 75008 Paris - Tél. +33 1 58 05 38 05 - Fax +33 1 58 05 38 00 / London : The Broadgate Tower - 20 Primrose Street - London EC2A 2EW - Tel. +44 (0)207 596 2842www.ayachesalama.com
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