Corporate

Corporate

d&a partners’ Corporate practice advises founders, executives, investors, investment funds, and French and international companies on structuring complex projects and executing their strategic transactions: fundraising, Venture Capital, mergers and acquisitions (M&A), share capital transactions and asset tokenisation.

d&a partners has built leading expertise advising technology companies as well as blockchain, crypto-asset and decentralised finance (DeFi) players and, more broadly, businesses operating in innovative or highly regulated sectors.

This expertise enables the Corporate practice’s lawyers to handle both traditional equity and debt transactions and transactions specific to the blockchain ecosystem: hybrid equity/token fundraisings, structuring of DAOs, DeFi protocols and on-chain vaults, M&A transactions involving crypto-assets or licensed entities, and real-world asset (RWA) tokenisation.

Where transactions have a regulatory dimension, the Corporate team works closely with the firm’s other practices, in particular the Regulatory practice, in order to integrate regulatory considerations into the structuring and timing of transactions.

Ranked as Highly Recommended – Blockchain – Leaders Leagues 

Corporate / Structuring complex projects

 

d&a partners advises its clients on structuring innovative technology projects operating in complex or highly regulated environments.

The Corporate lawyers’ expertise in corporate law, securities law, financial services law, investment funds law and crypto-asset law enables them to assist clients in designing and implementing bespoke legal structures.

In particular, the firm has pioneering experience in structuring blockchain and decentralised projects. Having handled its first crypto matters as early as 2017, d&a partners was one of the first French law firms to structure DAOs under French law. This expertise now extends to the most advanced structures in the decentralised ecosystem: decentralised finance (DeFi) protocols, issuance of decentralised stablecoins and structuring of on-chain vaults.

The Corporate practice regularly advises on structuring investment vehicles, including unregulated vehicles such as “Other AIFs” (“Autres FIA”), as well as on setting up joint ventures, group reorganisations, share capital transactions and equity incentive schemes for founders, executives and employees, notably through free shares (AGA), BSPCE founder/employee warrants or share warrants (BSA), or through crypto-assets / governance tokens.

The firm contributes directly to shaping the legal framework applicable to DAOs in France, notably through its lawyers’ participation in the working group of the Haut Comité Juridique de la Place financière de Paris (HCJP), enabling it to anticipate regulatory developments for the direct benefit of its clients.

This experience enables the team to work on innovative projects where traditional legal tools must be adapted to new technological or economic architectures.

Fundraising / Venture Capital

d&a partners advises start-ups, scale-ups, founders and investment funds on their fundraising transactions, from pre-seed to later-stage financing rounds (Seed, Series A, Series B), acting for both companies and investors.

The firm advises on equity, debt and crypto-asset financings, as well as on hybrid fundraisings combining several of these instruments.

The Corporate team supports its clients at every stage of the transaction: structuring the financing, drafting and negotiating term sheets, conducting legal due diligence, negotiating investment documentation and shareholders’ agreements, issuing securities and completing share capital transactions.

Its expertise covers, in particular, issuances of ordinary and preference shares, share warrants (BSA), BSA Air / SAFE and ratchet warrants (BSA ratchet), straight and convertible bonds, as well as instruments specific to blockchain financing such as SAFTs, Token Purchase Agreements (TPAs) and token warrants (TWs).

d&a partners has particularly distinctive experience in structuring hybrid equity/token fundraisings and has advised decentralised finance protocols on fundraisings with leading French and international investment funds.

The firm also advises clients on public offerings of financial securities, private placements and, more broadly, financing transactions that require corporate law and financial regulation to be dealt with together.

Through its lawyers, the firm is also the founder of the Digital Assets Venture Network (DAVN), which brings together the European blockchain and crypto-asset investment industry. This network gives the firm’s clients privileged access to market players and enables them to anticipate changes in industry standards.

 

Mergers & acquisitions (M&A) — Tech, blockchain and regulated sectors

d&a partners brings together lawyers from major international business law firms with recognised experience in mergers and acquisitions.

The Corporate practice advises founders, shareholders, groups, investors and investment funds on mergers, acquisitions and business disposals, acting on both the sell side and the buy side.

The firm handles the entire transaction process: preparing and negotiating letters of intent and term sheets, conducting or coordinating legal due diligence, structuring the transaction, drafting and negotiating sale and purchase agreements, warranties and indemnities, shareholders’ agreements, put and call options, transitional agreements and closing documentation.

d&a partners has particular M&A expertise in the tech, blockchain, crypto-asset and fintech sectors.

This expertise is especially distinctive where the companies concerned carry on regulated activities. In such cases, the Corporate practice works closely with the Regulatory practice to anticipate and secure changes of control involving licensed or registered entities — crypto-asset service providers (CASPs), investment service providers (ISPs) or payment institutions — as well as the regulatory approvals required to complete the transaction.

The firm also handles M&A transactions directly involving crypto-assets or blockchain infrastructure, including acquisitions of decentralised protocols, token swaps, contributions of crypto-assets, transfers of on-chain treasuries and disposals of governance rights.

Tokenisation / Structured finance

d&a partners advises its clients on real-world asset (RWA) tokenisation and blockchain-based structured finance transactions, at the intersection of corporate law, financial law and crypto-asset law.

The firm notably advises on structuring bond issuances, including indexed bonds linked to real estate or other underlying assets (music rights, collectibles, racehorses, etc.), public offerings of financial securities (OPTF) and club deals reserved for qualified investors. The team supports its clients across the entire legal chain: designing the structure, setting up the vehicle, drafting corporate and contractual documentation and coordinating regulatory issues

Structuring of regulated activity

DAO structuring

Venture Capital operations

Fundraising in equity or tokens

Security token offering

Fusions-acquisitions

Sale of shares

Shareholder's pacts

Issue of securities

Incentive plans for managers and employees

Restructurings

Securities contribution agreements mergers

Joint-ventures

Commercial contracts

General conditions of sale

General conditions of usage

GDPR compliance

Privacy Policy

Privacy cookies policy

Companies in difficulties

Corporate/ Structuring

d&a partners is regularly called upon to advise in the structuring of tech projects evolving in a highly-regulated environment.

The Corporate department’s lawyers have a wealth of experience and expertise in corporate law, capital markets, financial, investment funds and digital assets regulations. This allows them to provide their clients with tailor-made support, and thus help them make their concepts into reality.
d&a partners proposes highly innovative solutions to issues of French law, ranging from areas such as security token offerings, real estate tokens (ETFs), mobile applications offering neo-banking type services, crypto-asset portfolio management, decentralized crypto-asset exchange or platforms lending (DEX), ICO launchpad platforms, decentralized autonomous organizations (DAOs), decentralized investment vehicles, virtual land sales in metaverses, and unregulated crypto-asset investment funds (Other AIF), etc.

These missions are carried out in collaboration with the firm’s other departments, especially with respect to obtaining registrations, licenses, or drawing up terms and conditions of use and sale.

Venture capital

d&a partners has successfully supported a number of venture capital operations, both for founders and investors, in various forms such as BSA Air, issuance of ordinary or preferred shares, of simple or convertible bonds, of existing or future tokens in the context of a private or public sale, or even hybrid operations combining all or part of these instruments.

The firm’s Corporate department has also been involved in public offerings of financial securities, either as private placements or for deals under the €8 million threshold set by the AMF and the filing of the accompanying summary information documentation with the French Financial Markets Authority (AMF).

Our department is a pioneer in structuring and executing innovative fundraising transactions. These transactions involve crypto-assets, such as BSA Air subscribed in stablecoins, share issues with attached token warrants, and Simple Agreements for Future Tokens (SAFT).

In this regard, d&a partners is one of the few firms to have participated actively in fundraising operations conducted by decentralized finance protocols with leading investment funds.

The firm aims to be part of the conception of new standards for this emerging industry of venture capital in the world of blockchain (VC blockchain).

Mergers & Acquisitions
(M&A)

d&a partners brings together lawyers from the largest international business law firms in the field of mergers and acquisitions.

The Corporate department thus provides unrivalled expertise and rigor to tech companies, both on the seller’s and buyer’s side, through all stages of the sales process.

d&a partners carries out and organizes legal audits, drafts and negotiates all documents necessary for the acquisition of operations:term sheets, transfer contracts, partnership agreements, sale or purchase agreements, transitional service contracts, etc.

Our expertise is of particular pertinence for companies operating in highly regulated areas. In such cases, the Corporate department works hand in hand with the Regulatory department to ensure that the registrations and approvals related to the transaction are maintained.

Finally, d&a partners has had the opportunity to assist companies issuing tokens or entities developing blockchain protocols in singular transactions involving new issues.

Does this expertise interest you ?
Meet us to discuss your project !