Hay, Mendelsohn, Bouskila
Avocats à la Cour
HMB assisted the minority shareholders in the Iridis Group to exit the company’s capital
In a judgement dated November 2014, the Paris Court of Appeal referred 5 Priority Questions of Constitutionality (QPC) raised by the chemical products distributor Brenntag SA to France’s Supreme Court of Appeal. This is the first time that the Paris Court of Appeal’s Regulation Chamber has referred QPCs to the Supreme Court of Appeal in a competition case. The QPCs concern the constitutionality of the leniency procedure in France and the gaps in the law relating to the constitutional guarantees for protecting individual public freedoms and the respect for private individuals when denouncing practices.
HMB assisted the majority shareholder in Vulcain Ingénierie, which is now a shareholder in NiXEN Partners.
“As Expert engineering consultants in the energy and environment sectors, based in the Parisian region, Vulcain Ingénierie is new to the joys of the LBO, with its founder Laurent Thomas going from a majority position to a minority stake whilst NiXEN Partners and Initiative & Finance Gestion take control of the capital.
According to our information, Vulcain Ingénierie also financed this buyout by grafting on senior debt of €13 million arranged by Société Générale, and mezzaninine financing of €7 million from Idinvest Partners. The company has established an international portfolio of clients in the engineering consulting sector. Its presence in Europe, Africa and Asia and the Middle East means that it generates more half of its revenue (slightly lower than €60 million in 2013) abroad.
Vulcain Ingénierie’s will continue developing in France and abroad in the future, by using an external growth policy to follow its clients in the oil & gas, nuclear and renewable energy sectors, wherever they may be" (Capital Finance : Transactions LBO – N° 1172 du 17/11/2014).
HMB obtained a ground breaking judgement from a Paris court in summary proceedings involving the specific performance of a shareholders’ agreement. This was the first time that a court has ordered the performance of a liquidity clause at the merchant bank nomination stage, holding that the bank’s mandate was binding on the shareholder, despite the shareholder’s refusal to sign it.
Libération 6 October 2014 – Competition Authority, Justice for grasses.
HMB represented one of Idinvest’s interests in proceedings against former directors, whose claims were dismissed outright.
Libération 18 April 2014 – Is there too much collusion against competition ?
Le Monde 14th March 2014 - Bruno Lasserre, the policeman who plays at being a referee.
Speech of Claire Mendelsohn at GENFAs Board (affiliate of GS1 France, standardization organization). Topic : Legal context of interoperability: usefulness of the concept to develop standards and cope with the emergence of proprietary standards.
HMB obtains the condemnation of a major company to restore, under penalty, the electronic communications service prematurely interrupted in its network. The decision of November 2011, which ordered the pursue of the contract is extended to the entire network.
Speech by Claire Mendelsohn at ANIA (National Association of Food Industries) on the topic : under distributors brand-suppliers/ distributors relationships through the prism of the French Competition Authority, the example of the specifications in terms of competition law.
Santiane.fr, the leading health insurance broker on the Internet, is raising 5 million from BNP Paribas private equity. Santiane.fr recorded the strongest growth in the insurance brokerage market all lines combined in 2009 and then in 2010. It has become France's biggest online health insurance broker in less than five years of existence. HMB is advising BNP Paribas Private Equity regarding this fundraising, which is one of the largest in e-business this year.
Groupe Editor increased its equity capital by more than 16 million after the Fonds de Consolidation et de Développement des Entreprises (FCDE) entered its capital, and restructured its debt. The greeting cards giant has opened its capital to the Fonds Stratégique d'Investissement to finance its growth in a changing sector (Les Echos October 2011).
Groupe UTRAM, the French leader in audiovisual equipment rental to professionals has bolstered its equity to finance its growth.
After acquiring Ovelia in 2010, Feel Europe Groupe is continuing its expansion, by taking over the IT activities of Team Partners Group.
HMB advised Nestor Wash and its CEO, when the Argus group took a majority interest in the capital of Nestor Wash, an ecological car wash specialist.
HMB and Professor Grimaldi worked together to defend a group of former senior corporate executives/shareholders in complex succession litigation involving the combined concepts of the law of succession and company law.
HMB advised CI-Systems an Israeli group which specializes in electronic measuring systems (listed on the Tel-Aviv Stock Exchange) when it set up in France.
HMB represented Groupe Editor International in litigation against Warner Bros Entertainment France, which resulted in the Supreme Court of Appeal finding in Groupe Editor's favor, in a judgment on December 23 2010. This case has been widely reported and discussed in legal reviews (notably Editions Législatives) because of its importance regarding the separation of the jurisdiction of Commercial Courts and Courts of First Instance.
HMB advised a large traceability and standardization operator on competition law matters, especially the new guidelines on horizontal cooperation agreements (and especially § 7 'Standardization Agreements').
HMB represented a management company in litigation with an American fund involving the performance of a share sale agreement.
HMB advised RAMA, the publisher of the 'jureka.fr' web site, with an initial fund raising campaign.
HMB advised BNP Private Equity when it took a stake in the Resavacs group, which publishes the 'anyresa.com' holiday rentals portal. HMB represented the operator wi-fiMeteor in litigation with a large distributor, obtaining damages of 1 million for its client (awarded by the Paris Court of Appeal).
HMB advised the Futuramedia Group and minority shareholders when the OTC Asset Management fund took an interest in the capital of Futuramedia Group, a specialist in indoor digital communication.
HMB advised a chemical products distributor with the social aspects of a corporate acquisition (mass redundancies)
Claire is a graduate from the Hautes Etudes Commerciales (HEC) business school and has a Diploma in Advanced Studies in Commercial Law (University of Paris II - Panthéon Assas).
Claire began her career with Bredin-Prat, before founding her own law firm.
Claire was a lecturer in company law at HEC.
Claire divides her practice between advice and litigation. Her main practice area is commercial law where economic and financial knowledge is a real asset.
Julien is a graduate from the University of Paris II - Panthéon Assas.
He is a specialist in financial law (in particular Private Equity), and it was in this capacity that he was asked to contribute to the vocational training of lawyers at the Paris bar, and to give lectures organized by the Paris Chamber of Commerce and Industry (Salon des Entrepreneurs).
Julien’s practice covers all aspects of private equity, from LBO transactions to venture capital operations.
Julien began his career with Thierry Levy where he was responsible for a case load of widely reported corporate fraud cases. He was a partner with Chemouli, Dauzier & Associés, before founding HMB in 2008.
Johann has a post-graduate degree in Commercial and Taxation Law from the University of Paris I – Pantheon Sorbonne.
Johann specializes in competition and distribution law, and in contract law in general (especially the telecommunications and new technologies fields).
Jointly with Nicole Ferry-Maccario, HEC Professor, of Counsel : “Community competition law - between legal security and fairness : the example of the price predators” : Gaz. Pal. 2007 – July 2007, n° 189-191, pp. 32-37.
Nicole Ferry-Maccario is a Professor at HEC Paris (Commercial law and taxation department), and a member of the permanent teaching staff. Nicole teaches international commercial law, marketing law and intellectual property law (especially the Art Law).
“Marketing law”, published by Pearson 2008,
“Legal management of the Company”, published by Pearson 2007,
“Company law”, published by Lamy 2008 and 2011,
“Art law”, published by Ellipse 2006,
And many articles (including, jointly, with our partner Johann Bouskila : “Community competition law - between legal security and fairness : the example of the price predators” : Gaz. Pal. 2007 – July 2007, n° 189-191, pp. 32-37).
Nicole also teaches in institutions which are HEC’s partners abroad (SISU Shanghai, ESA Beirut).
Nicole joined HMB in an Of Counsel capacity.
We usually intervene in several areas of commercial law and have acquired versatility and experience over time.
This experience enables us to rapidly grasp all the aspects of a case, no matter how complex, in order to provide clear solutions as well as a modus operandi.
Our main practice areas are as follows, without this being an exhaustive list.
We use a network of qualified professionals for questions involving tax law and public law.
Management of crisis situations and strategic conflicts
Competition – distribution – consumption
Investment – Private Equity
Collective social law – representative bodies
3 Place des Pyramides
Tel: +33 (0)1 44 55 32 00
Fax: +33 (0)1 44 55 32 01
Assistant : Corinne Mimouni
HMB was founded by attorneys who chose to practice independently.
This was a choice for quality, proximity and transverse skills: it requires aptitude, and the perfect mastery of a whole range of different subjects.
It is this capacity which the partners pass it onto their staff members.
Our strong point: finding solutions in complex situations where the problems require mastering the contractual and/or regulatory mechanisms in several different fields, and being mindful of the financial and operational challenges.
This capacity forges a strong link with deciders who do not wish to be limited to a single interlocutor.
Today, HMB has become the adviser of some of the largest players in industry and finance.
This is a distinctive feature for a small firm. It endorses this special aptitude in areas which must also be considered from an economic and financial perspective: competition, structuring investment operations, management of strategic conflicts, commercial and financial ligation.
Nothing has been lost of the link which also exists between the firm’s attorneys and the management of the SMEs which are our clients.
Some of our partners began their careers as criminal defense lawyers, others in the most top-flight commercial firms in Paris.
All have the common wish to act courageously, fairly and faithfully.
Because our profession is practiced between individuals (clients and attorneys) who consider each other through a shared view of the business and corporate worlds.
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This web site is published by the HAY MENDELSOHN BOUSKILA legal partnership, whose registered office is at 3 Place des Pyramides, Paris (75001).
Claire Mendelsohn, Julien Hay and Johann Bouskila are the three publication managers of this web site and are domiciled at the above address in this capacity.
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