MERGERS & ACQUISITIONS (M&A) AND
CORPORATE GOVERNANCE

Corporate law advice – Mergers and Acquisitions with focus on Monopolies Sectors

We are known for our transactional and corporate expertise especially in banking M&A having advised on almost all acquisitions/disposals of banks and asset management companies in the Principality. The Firm and Remi Delforge continually receive top awards in Mergers and Acquisition and Corporate Law.

DL Corporate & Regulatory assists multinational companies and groups in all phases of development such as capital increases, restructurings, spin-offs, LBOs, complex transactions and issues of corporate governance, employment related aspects as well as on tax impacts of such transactions.

Our track record includes practically all banks in Monaco and also telecommunications, hotel, media, gaming and betting, pharmaceutical, shipping, engineering etc. Our Firm has recognized expertise in monopolies sectors and concession holding entities.

Our practice on M&A and Corporate Governance includes:

  • Acquisitions, joint ventures, restructurings, spin-offs and contribution of assets, including due diligence and audits in corporate, labour, administrative authorisations/permits, real estate, HSE, IT, IP and tax.
     
  • Legal and regulatory advice on corporate restructurings for major international banking groups, including for the “branchisation” of banking activities and outsourcing projects both in Monaco and abroad.
     
  • Branch transfers pursuant to various regulatory and financial objectives including capital adequacy requirements.
     
  • Obtaining all regulatory approvals and filings with relevant public authorities in Monaco including CCAF, AML obligations, authorisations from Labour Authorities, data protection filings and authorisations, etc.
     
  • Drafting, reviewing and adapting SPAs for the sale of shares, business transfers (including international bulk asset transfers) and relevant corporate registration formalities.
     
  • Appointment of minority directors, preparation and registration of share loans.
     
  • Pre-acquisition sale due diligence including regulatory, corporate, commercial, employment, tax and post-transaction aspects including monitoring price reduction and claw-back mechanics.
     
  • Advising on the transfer of client contracts, assignment of receivables, loans, credit contracts.
     
  • Turnaround management including regulatory, employment and tax aspects and registration of security.
     
  • Drafting shareholders agreements, implementing board representation in JV or cooperation contracts, assistance in corporate governance and corporate administration.
     
  • Updating statutes, confirmation of capacity and implementation of Group policies in Monaco statutes, updating share registries and effecting share transfer orders.
     
  • Recommending and incorporating Monaco commercial and civil companies (SCI, SAM, SARL, SNC or SCS) and registering Monaco branches of foreign entities.