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Business law

Equity transactions: fundraising, private equity, management packages

Key contact: Julie Aubin (Lawyer - Founder)

Equity transactions: fundraising, private equity, management packages

Preparing a fundraising round, from seed to Series C? MOSAIK assists founders and investors throughout the transaction: term sheet, shareholders' agreement, capital increase, management packages. And because a successful round is also judged by what comes next, the firm secures at the same time the commercial contracts that carry your growth, in France as on international rounds, from Paris, Mexico City and Hong Kong.

Financing transactions, whether a fundraising round, a private equity investment, a management package or a securities issuance, are defining steps in the life of a company. Their legal and financial complexity calls for rigorous support, capable of ensuring the transaction's regulatory compliance while effectively protecting the interests of each party.

MOSAIK's lawyers are involved at every stage, from initial structuring to completion, in France and internationally.

Fundraising

A fundraising round (from Series A to Series C, with tickets of, for example, EUR 2 to 80 million) raises significant legal issues: compliance with securities regulations, investor protection, and contractual balance between the parties. Our firm assists you in particular with:

  • Drafting and negotiating the investment documents (term sheet, shareholders' agreement, subscription agreements);
  • Analyzing the regulatory constraints applicable depending on the nature and profile of the investors (private, institutional, funds);
  • Putting in place protection mechanisms suited to each category of investor;
  • Structuring the financing: equity, convertible bonds, share warrants (BSA), participating loans;
  • Monitoring the legal compliance of the transaction, in particular with the regulations of the French financial markets authority (Autorité des marchés financiers, AMF).

Private equity

Private equity offers unlisted companies a powerful growth lever. It nonetheless requires rigorous command of the legal mechanisms governing the relationship between investors and founders. We act to:

  • Structure the agreements between the parties (investors, co-investors, management);
  • Draft and negotiate the full documentation: shareholders' agreements, investment agreements, letters of intent;
  • Ensure the transaction's compliance with the legislation applicable to private investment;
  • Put in place the appropriate protection mechanisms: liquidation preference, ratchet and anti-dilution clauses.

Management packages

Management packages align executives' interests with the company's performance, particularly in LBOs and fundraising rounds. Structuring them requires sharp legal and tax expertise. Our firm assists you with:

  • Setting up stock option plans, free share awards (AGA) or French founder warrants (BSPCE);
  • Drafting the constitutive documents and the rules of the incentive plans;
  • Analyzing and optimizing the tax and social security treatment applicable to each mechanism;
  • Securing the relationships between executives, shareholders and investors within the overall deal documentation.

Securities issuances

Issuing financial securities (shares, bonds, securities giving access to the capital) is a strategic financing tool. Its implementation raises legal and regulatory issues that our team masters:

  • Drafting the issuance documents: prospectus, information memorandum, issuance agreements;
  • Verifying the transaction's compliance with the applicable texts, notably the MiFID II directives, the Prospectus Regulation 2017/1129, the 2024 Listing Act Regulation and the new EU Listing Act exemption, as well as AMF requirements;
  • Advising on the terms and structure of the issuance in light of the company's objectives;
  • Assisting with approval procedures before the competent authorities, including the AMF.

Before and after the round: your commercial contracts

Investors read your contracts before signing: terms and conditions, key customer contracts, supplier contracts, intellectual property developed in-house or by service providers. Weak contracts weigh on the valuation or end up in the warranty required from the founders.

MOSAIK prepares your contractual documentation ahead of the investors' due diligence, then secures the growth contracts that follow the round: distribution, partnerships, key accounts, international contracts. One firm, one team, for the round and for what it finances. See our contract law page.

Frequently asked questions

How can a fundraising round support my company's growth?

These transactions mobilize financial resources to accelerate the company's development while optimizing its capital structure. Rigorous legal support ensures that the terms of the deal genuinely serve your long-term objectives.

What are the legal risks involved in issuing securities?

A poorly framed issuance can trigger the liability of the company and its executives in the event of non-compliance with the rules of the French financial markets authority (AMF) or inadequate investor disclosure. Preventing these risks requires thorough upstream analysis.

How should you choose a law firm for a fundraising or private equity transaction?

Choose a firm with proven experience in corporate law, financial regulation and the taxation of equity transactions, able to act both as counsel and as negotiator opposite the investors' advisers.

Can you handle our fundraising round and our commercial contracts at the same time?

Yes. It is in fact the natural order of things: investors audit your contracts, and the round finances new contracts. The team that structures the transaction knows your business and secures, in the same movement, your terms and conditions, your customer contracts and your partnerships.