Dominique Dumas advises the sellers of a web marketing agency

Dominique Dumas advises the sellers of a web marketing agency (“Clients”) in their sale of their company to a major player in online marketing (about fifteen offices worldwide) with re-investment of part of the price in the buyer’s entity.

This operation was structured by the parties in a complex manner with:

- a two-step sale (first half as a first step and then second half two years later). This required that we put in place several protection mechanisms to ensure in particular that the second part be bought by the buyer or, if this was not to occur, that our Clients by able to buy back their first half of shares sold to the buyer. We advised our Clients in the negotiation of the terms of the sale

- part of the price was paid in cash by the buyer but the other part was paid in the form of securities issued by the buyer, which requested that we carry out due diligences on the entity issuing the new shares and in particular of the pre-existing legal environment (including shareholders agreements in place)

- the Clients were to be hired by the buyer. We advised the sellers in the negotiation of the management packages offered to our Clients.

Since the buyer’s entity was partly owned by investment funds, a whole set of legal documents was preexisting creating rights and obligations for managers (sweet equity, ratchet, exit mechanisms, good leaver and bad leaver clauses ...) ; We analyzed the documentation to see if acceptable for our Clients, we helped our Clients understand the implication of such documentation and negotiate certain other conditions. March 2018

Dominique Dumas, lawyer and managing partner of Cabinet Dumas Structure, 13 Ter Bd Berthier, 75017 Paris. Mail: contact@dumas-structure.com. Tel: 01 58 44 92 74