Capital & Shareholding
Capital is not a shareholding table; it is the structure that decides the company's future.
Capital opening, shareholder reorganisation, minority buy-outs, secondary transactions and governance: we structure the deal, its financing and its consequences for decision-making power.
Capital opening
Opening your capital means choosing a partner as much as an amount. We frame the real need, the acceptable dilution and the project horizon before approaching the market.
We prepare the equity story, the business plan and the fundraising materials, then select investors whose thesis, maturity and holding period match the company's trajectory.
Shareholder reorganisation
A shareholding inherited from history eventually weighs on decisions: dormant partners, heirs, and long-standing shareholders whose interests have drifted from the company's.
We realign the shareholding with the trajectory: simplifying share classes, setting up a holding company, contribution-and-sale structures, and reallocating between operating managers and passive partners.
Minority buy-outs
Buying out a minority shareholder requires a defensible value, sustainable financing and a secure legal framework. The issue is as much relational as financial.
We establish an objective share value, structure the buy-out by the company or by the partners, size the financing and secure the documentation through to signing.
Secondary transactions
A secondary transaction lets a shareholder sell all or part of their stake without the company raising new money.
We identify counterparties, balance cash-out with the owner's reinvestment, and align the transaction with the existing shareholders' agreement: pre-emption, approval and tag-along clauses.
Governance & shareholders' agreement
Every capital transaction shifts the balance of power. Voting rights, qualified majorities and governance bodies must be settled before signing, not after.
We negotiate the clauses that matter: information, reporting, veto rights, tag-along, liquidity and non-compete, coordinating throughout with the owner's legal and wealth advisers.