Our firm has historically been a privileged partner of the financial sector, our lawyers cover all aspects of a regulated activity and financial transactions.
Our lawyers use their experience and creativity to serve their clients: credit institutions, insurance companies and other financial institutions, non-financial companies and groups and sovereign states, in banking and finance law.
Our global offer is structured around 2 main sectors :
- Financing and financial engineering
- Banking and financial regulation
It also handles specialized litigation related to these activities.
Our geographical scope of intervention is global. We assist our clients in more than 145 foreign jurisdictions with the support of partner firms and are experienced in cross-border transactions.
We cover a broad spectrum of transactions, both international and domestic, for clients made up of lenders, issuers, credit insurers, brokers, fintechs, underwriters and borrowers. The practice of our teams combines the mastery of international financial market standards and financial engineering with a « tailor-made » culture adapted to the requirements of our clients and to the complexity of the financial transactions they entrust to us.
Our lawyers have extensive expertise in a wide range of financing transactions :
- Bilateral or syndicated structured finance (asset-backed and securitization) ;
- Acquisition financing, with or without leverage ;
- Corporate finance, equity financing, bond issues ;
- Asset-based financing, equity financing, leasing ;
- Fund financing ;
- Project finance and public-private partnerships in the fields of energy, transportation and telecommunications ;
- Trade and export credit financing ;
- Real estate financing.
For the purpose of these transactions, we assist our clients in the structuring and negotiation of temsheets, step plans, the setting up of conventional or fiduciary security documents, inter-creditor agreements and risk coverage documents. We provide legal opinions on validity and capacity and binding force in accordance with the requirements of article 84 CRR.
Our banking-finance team frequently advises on international financial transactions, involving parties, assets financed or pledged and legal documentation from several countries and legal systems. It is familiar with the technical constraints and legal security issues specific to these transactions as well as the expectations of clients used to other legal systems. It works on these transactions with our foreign partners or the advisors engaged abroad by our clients and counterparties.
Our finance team also benefits from the support of the firm's specialized teams in public business law, corporate, energy, mining and infrastructure, tax, capital markets and distressed companies.
Our lawyers are involved in the implementation of financial transactions or structures that are often complex and require expertise in specialized regulations, including :
- Derivative instruments : negotiation of contracts to hedge credit, interest rate and other risks, etc. (framework agreements, special conditions), reporting obligations, legal opinions ;
- Effect of benchmark changes on loan, issue and derivative contracts ;
- Financing transactions involving securities and financial contracts falling within the scope of the Collateral Directive: documentation, legal advice on close-out netting ;
- Management trusts : e.g. collateral management, fronting structures and asset safeguards ;
- Refinancing and restructuring of financial debt, transfers of NPL portfolios ;
- Cash management (direct, indirect or notional centralization, including multi-currency and in a regulated environment, central payment, POBO) ;
- Hive-down in the framework of SPVs or trusts ;
- Credit disintermediation ;
- CLOs, CDOs, credit risk transfer ;
- Assignment of claims platforms, crypto-currencies, deposit raising, collaborative platforms between credit institutions and fintechs.
BANKING AND FINANCIAL REGULATION
- Advice and assistance to our clients in their dealings with their supervisory authorities (ECB, ACPR (French prudential control and resolution authority), AMF, CSSF (French financial sector supervisory commission), FCA, Siccfin, BaFin, SEC, MAS, etc.) in terms of authorization, evolution and restructuring of organizations, evolution of the various prudential standards and ratios and governance ;
- Advising and assisting our clients on matters of internal control, risk management, compliance, anti-money laundering and anti-terrorist financing, and the regulations that apply to our professional clients, both in France and abroad, particularly with regard to the extraterritoriality of American laws and regulations (SEC, OFAC, DoJ, etc.) ;
- Drafting/adaptation of documentation intended for our clients and their managers/employees in accordance with the ongoing changes in applicable regulations ;
- Assisting our clients in the drafting and negotiation of contracts with their usual service providers to ensure that all rights and obligations of the parties are precisely defined and understood, in accordance with applicable regulations ;
- Assisting and advising our clients in the structuring and distribution of banking, insurance or financial instrument products for institutional or non-professional investors, covering client prospecting, product marketing, specialized credit, payment instruments, online banking and financial services, and UCITS and FIAs.
CONTROL AND INVESTIGATION DUTIES
As part of its pre-litigation and regulatory litigation activity, our team assists its clients in connection with control and investigation duties carried out by the AMF (French financial markets regulator and listed issuers and portfolio management companies), the ACPR (French prudential control and resolution authority), and even the ECB (financial companies, banks, investment service providers, payment service providers, financial companies and insurance companies/mutual insurance companies, etc.), as well as in the follow-up of the consequences of these duties by the regulator.
With regard to these control and investigation tasks, we provide our assistance in the following areas :
- coordination of the institution’s responses to the requests/questions of the inspectors/controllers ;
- analysis and transmission of documents and electronic messages requested or sealed by the investigators ;
- preparation of the persons to be interviewed by the investigators ;
- drafting of responses to detailed letters by the AMF investigators ;
- preparation and drafting of responses to pre-reports or inspection reports drafted by the AMF or ACPR inspectors.
Depending on the decision made by the regulator following the review of the control or investigation report and the institution’s responses, we assist our clients :
- in the response and implementation of the remedial measures requested by their respective supervisors following a control (follow-up letter or formal notice procedure) ;
- and finally, in the context of proceedings initiated before the Commission des sanctions (French Sanctions authority) AMF or ACPR Sanctions Commission (response to complaints, response to the rapporteur's comments and to the position of the Board's representative, assistance at hearings before the rapporteur and at hearings before the AMF and ACPR Sanctions Commission).
JUDICIAL LITIGATION /ARBITRATION
As part of its pre-litigation and litigation activities in civil and commercial matters, before the state courts as plaintiffs and defendants.
- Action for payment, realization of securities, protective measures, qualification of financial transactions ;
- Wrongful termination of negotiations, non-compliance with the clauses of the distribution or intermediation agreement, failure to perform or delay in performing the service ;
- Liability action against the lender or provider of investment or payment services or digital asset services (breach of information or warning obligations, liability action for breach of obligations of loyalty, transparency, prevention of conflicts of interest, etc.) and suppliers (liability action for breach of confidentiality rules, personal data protection, etc.) ;
- Approval of debt restructuring agreements.
Before specialized arbitration courts (derivatives, international trading) or general arbitration courts (project financing, digital assets, liability of the State for breach of its investment or supervision obligations).
Before foreign jurisdictions : affidavits on points of French law raised in proceedings before foreign courts.
Finally, we handle the criminal aspects of cases, mainly in the following areas :
- market abuse ;
- money laundering, financing of terrorism, ill-gotten gains ;
- fraud, breach of trust, fraud ;
- international financial sanctions, corruption ;
- practice of a regulated activity without approval.
In all these areas, we implement a rigorous methodology in the evaluation of evidence, the examination of arguments, the cost/benefit analysis of the measures taken as well as the practical execution of court decisions.