Our services are divided into the following categories:
I. Legal Departments
II. Legal Writing
III. Financial Services
IV. Mergers, Scissions et Transformations de sociétés ou de personnes morales
V. Financial Drafting
VI. Securities Markets Services
VII. Corporate & Moral Persons' Administration
VIII. Acquisition of Companies, of Airplanes and of Boats
IX. Import Export
X. International Real Estate Promotions
XI. Energies, Oil, Gas and Electricity
XII. Alternative Dispute Resolution
XIII. Intellectual Property
XIV. Entertainment Law
XV. Artistic & Musical Law
XVI. Commercial Services
With our expertise in both finance and law, Deschenaux, Hornblower & Partners relies on its knowledge to deliver the more comprehensive and professional consultation to individuals and companies.
Our goal is to accompany you in your projects. Our philosophy is that the law must adapt to your request and not the reverse. However, when the law becomes an obstacle, we develop a strategy in order to respond to your request and realize your project. After listening and learning about your concerns, we analyze the law in order to check the conformity of the situation in said law.
Then, this analysis allows us elaborating a strategy to propose the solution adapted to your needs. Thus, this strategy is not only efficient on a legal level, it is also a financial.
Constitution Of Legal Entities
Deschenaux, Hornblower & Partners helps you to create your association and handles for you the formalities. An association is an agreement between several people in which they pool their knowledge or activities. The purpose of this contract shall not reside in the sharing of benefits between the parties.
Article 60 of the Swiss Civil Code governs the constitution of associations.
An association can be created freely by at least three people. Creating an association in Switzerland costs nothing. Its by-laws must be written and adopted at the Extraordinary General Meeting. An association has to settle the bodies required by law and its by-laws.
No registration is required. Registration in the Commercial Register is not required, except for associations:
• to achieve their goal, have a form of commercial industry;
• are subject to the requirement to have their accounts audited.
Deschenaux, Hornblower & Partners act as a guide for the "fondateur" even before the incorporation of its "fondation" and its registration. The "fondation" only exists in the purpose of realizing the will of the "fondateur".
"Propriété Par Etages" establishment
The Swiss "Propriété Par Etages (PPE)" is a co-property in which the owners benefit from rights concerning "common parts" and hold exclusive rights on one or several stages.
Deschenaux, Hornblower & Partners elaborates the establishment act while analyzing precisely your wishes and needs.
Creation of Companies
Registration of Trademarkstop of page
It is imperative that trademarks intended to reinforce the operations of a particular business should be lodged simultaneously with the actual act of incorporation, or better, should precede it. The fact of registering a business name does not confer an exclusive right to the use of that name, especially when it is being used outside the state in which the company is incorporated.
This is why it is often necessary to register one or more trademarks in order to strengthen this right to a specific name. Usually these trademarks are registered in a number of languages with the relevant national authorities in key states, all of which operate under different legal norms. This is the reason for which it is necessary to have considerable know-how in the process of incorporation and registration, which Deschenaux, Hornblower & Partners possess.
Reservation of Business Names
Deschenaux, Hornblower & Partners can reserve a name anywhere in the world at an extremely competitive price, thanks to its unique global network of incorporation agents.
Articles of Incorporation
It is a common misperception that the articles of incorporation of a company can be standardized, at least in instances where the company intends to proceed safely in the issuance of its shares. A large number of companies, following a public or private issue of shares, have found themselves confronted with unforeseen legal difficulties and actions because their articles do not establish either the decision making processes of the company or the limits of responsibilities of its different internal organs. When Deschenaux, Hornblower & Partners creates the articles of incorporation of a company, it undertakes a detailed analysis of the functioning of the company, the competence and knowledge of its managers, as well the markets and the environment in which the company is going to operate, and hopefully, issue its shares.
Decisional Structure of Firms
Often the decisional structure of a firm which is fixed by the articles of incorporation necessitates a clear practical understanding of how decisions should be made. This structure can be delineated in a document setting out the internal rules of the company, and this too necessitates formal notification to those interested, as well as to the relevant authorities. Care should be taken when drafting these rules, so that any potentially litigious situations or ambiguities are eliminated.
Incorporation of a Company phase
Deschenaux, Hornblower & Partners can incorporate a company in 120 counties around the world, and we specialize in grouped or complex incorporations. Grouped incorporations result from the legal difficulties associated with the internationalization in the activities of a company, either at the time of Incorporation or in the future. The complexity of incorporation is often function of a subsequent desire to issue securities, or of a perceived future method of operation. It should be remembered that through the correct incorporation of a company, and by the application of very precise articles of incorporation, it is possible for a company to protect itself against unforeseen future events, such as a hostile takeover. Experience suggests that the most expensive incorporation is generally less costly than the smallest amendment, especially when one considers the expenses arising out of the calling of a meeting, traveling or legal representation. In fact, a correctly executed incorporation relating to the specific requirements of a particular company is a good gauge of the seriousness of the company for the financial analyst, investor, banker, and creditor.
II. OPENING A BANK ACCOUNT
Deschenaux, Hornblower & Partners find itself in a privileged position with a large number of private, commercial, international and local banks, any of which may be correctly adapted to all kinds of financial operations, mortgages, factoring and credit conditions required by the Issuer.
The opening of a bank account represents more than simply filling-out some forms. It represents the creation of a contract between a company and the bank. Given the increasingly international nature of banking relationships, banks have developed an arsenal of measures intended to limit their exposure to the risks associated with these transactions, and to pass on the risk to their clients, and the management of these firms. This is why Deschenaux, Hornblower & Partners believes that it is important to view the creation of a bank account as a legal act, and not only as a simple formality.
III. INCORPORATION AND CREATION OF INVESTMENT FUND
In an ever more uncertain economic environment and one which is undergoing constant change, it is imperative that the investor takes steps to diversify his investments. Diversified products are much sought after by experienced investors due to the constant failure to correctly manage systematic risk.
A professional Issuer in the field of fund management or a group interested in operating within specified markets whose investment targets are vague, and fluctuate according to particular merger or market trends, should consider issuing investment funds securities.
Deschenaux, Hornblower & Partners can provide adequate structures to establish such funds and have proper funds securities issued.
Deschenaux, Hornblower & Partners has become an expert in the incorporation, registration and creation of investment funds of all types, including securities funds, balanced sector funds, standard and emerging market funds.
From the Latin "Audire" meaning "listen”, Audit is a verification procedure in accounting, tax, social, or as in the case of our Jurist firm, legal.
Our mission is to check the opportunity of a project or the compliance with the law of an act or a series of legal acts and make a report. Under this service, we perform control operations compared with the standards in force, proceed to the verification of the information submitted to us and establish certifications and reports. We also deliver advice and recommendations on a given document.
Our goal is to provide you the best support in your approach to delivering accurate and consistent documents.
The Minutes are administrative documents of a company. The drafting of these documents is necessary for different steps and are usually written after a general meeting. For example, this type of document is often required by the Administration during the formation or dissolution of a company.
The drafting of your legal documents is an exercise that is far from being innate. Its apprehension presupposes not only the necessary level of legal knowledge but also methodology, logic and rigor. Our philosophy in this matter is to ally the requirements of legal writing with a simplicity of language that allows to make accessible all the documents coming from our firm. Far from willing to reserve to the sole lawyers, we wish our clients to be able to read and understand easily the writings that we draft at their demand so their consent is enlighten and valid.
Contractstop of page
A contract, as the transcription of the will of the parties, is an essential instrument used to supervise and adjust the relationships with your interlocutors.
We therefore offer to your service our expertise in contractual drawing up. Our skills in the different contractual techniques include all types of contracts. Therefore, the following list is far from being an exhaustive list but only an insight of our competence.
Our approach of contractual matters is very specific and original as we of course ensure compliance with national laws; but also believe that nowadays we shall emancipate from national legal constraints and seek to draw up an “international” contract, meaning that the contract will be valid regardless the national laws.
I. AGENCY AND MANDATE
An agency is deemed necessary when a first person or institution, called the principal, entrusts a second person, called the agent, to act on behalf of him to create a legal relationship with a third party. It is more or less the equivalent of the so-called mandate in the civil law system, but in this case the second person can act in the name of the principal.
Agency and mandate contracts must be very carefully drafted in order to delimit very precisely the rights and obligations for each party. This will avoid liability in case of trespassing of the contract and of acts that were not allowed but presented as if authorized by the principal.
We elaborate your agency contracts at your request but also as elements related to your case if deemed necessary.
II. EMPLOYMENT CONTRACT
The employment contract is the contract establishing the relation between the employer and his employee. It is often subject to dispute especially regarding the remuneration part.
The employment contract is also called contract of services and must not be confused with the contract for services, where the person hired to accomplish a mission is self-employed.
Drawing up an employment contract is particular because it is especially necessary to combine the will of the contractors with the statutory laws that include a certain number of texts, including collective agreements. A high-end knowledge is therefore required, and can be offered by our firm.
III. LEASE, RENTAL & TENANCY CONTRACT
When speaking of leasing and tenancy, numerous situations come into mind. It mostly describes the relationship in which the owner of an asset allows the lessee to use this good in counterpart of a payment.
The most common is of course the tenancy contract, in which the landlord offers his real estate to rental against payment. In this acceptation, it concerns both individuals and businesses. We can support the owners and offer them a framework for their relationships with their tenants.
Different types of tenancy contracts can be found depending on the legislations:
• Specially protected tenancy • Commercial lease • Non-commercial leases • Mixed lease • Sub-letting agreements • Administrative long-term leases
Therefore, the writing of leasing agreements requires a keen understanding of leasing in general and of specific legal regimes governing special contracts, such as condominium ownership.
IV. LOAN FOR USE
The loan for use, also called Commodatum, is a contract by which the renter lends something to the borrower, who is obligated to return it after he accomplished the action he borrowed the thing for. It is somehow a lease contract but without payment, everything must be done for free. It is regarded as a favor done for someone but can be nonetheless restricted by a written agreement for liability reasons.
Our firm already had the occasion to draw up such contracts and can help you establish them.
V. TRANSFER AGREEMENT
The transfer agreements mostly aim the situation in which a person or institution holds a right lawfully and wishes to transfer it to another person for a payment.
For such contracts, our expertise concerns notably transfer agreements for intellectual and industrial property rights, for example copyright or use of one’s image.
Transfer agreements also include those of autonomous groups of assets comprising both goods and rights, for example business goodwill and clientele.
VI. LICENSE AGREEMENT
A license concerns mostly the use of intellectual property rights or of know-how hold by a person or a company that wishes to grant the right to a third party to use it.
For the holders of an exclusive right, and in this case of a trademark, it is very important to secure both their title and their business when wishing to grant a right of use of said trademark to any individual or institution. Indeed, the right holder must be sure not to transfer the property of said title when organizing the exploitation of the trademark by a third party.
Moreover, it is essential to place the use of the trademark by the licensee within a comprehensive framework to avoid wrongful use or tarnishment of reputation or image by this use.
Our firm has extensive experience in licensing and can draw up your agreements and will do so by mobilizing all its expertise in the fields of intellectual property, business laws and competition laws.
VII. DISTRIBUTION AGREEMENT
Distribution is a widespread technique of intervention on the market very common nowadays in the international trade.
The distribution agreement spreads over time and therefore requires a high stability.
This can be achieved through two contracts:
I. A framework contract organizing the contractual relationship that describes the entire reciprocal rights and duty to be met by both parties.
II. Several contracts concluded for execution of the hereabove described contract that embodies in, for example, successive orders, promotional services, making available a website or a platform, etc.
The distribution of products and services is made by virtue of several networks using different contractual techniques among which the three following principals:
• The exclusive supply contract, mostly used for distribution of drinks or hydrocarbons. • The international selective distribution contract, mostly used for luxury products or high-tech goods. • The international concession contract, mostly used for vehicles distribution.
VII. FRANCHISE AGREEMENT
The franchise is an agreement that renews a commercial success. Indeed, in the case of franchising, the franchisor already experienced his concept and obtained a successful result with the business method he developed. The franchisor transfers to an independent third party, the franchisee, his know-how and makes available to him the signs dedicated to his business (including the trademark and commercial sign). The franchisor commits himself to a technical and commercial assistance during the whole time of the contract.
The franchisor becomes so the originator of a franchise network constituted of the franchisor and his franchisees, which is designed to achieve enduring results.
We perform all the writing of the necessary documents demanded to establish a franchise, from contracts to specifications, and the know-how guide. We can also do an audit a priori in order to determine the relevance of the project of setting up a franchise program for your commercial concept.
VIII. STRATEGIC ALLIANCE
A strategic alliance is a cooperation between several companies that are competitors or potential competitors that decide to accomplish a project or a specific activity by uniting their skills, know-how, means and resources necessary to the project’s accomplishment. Strategic alliances are very interesting for a company for it spends its energy creating something with its competitors instead of fighting against them, enabling the survival on a market even demanding market place that could lead to acquisitions and terminations of businesses if alone.
Four types of strategic alliances can be distinguished:
Cooperation :A central operating company provides the conception, the commercialization and the monitoring clients; when each other contracting company supplies in a network part of the final product or service.
Momentary business clusters :Several companies answer jointly and severally the call for tenders of a common client that demands to realize a complex product or service.
Offset agreements :Such contracts include provisions that oblige the supplier to acquire in return of the goods or services from a company. They can go from sole swap to exchange of know-how. Big international contracts often use such provisions.
Coenterprise :This technique is often used in the eastern European countries, where the local companies form alliances with western companies in order to allow them to benefit from their know-how in exchange of a quick and facilitated access to their local market.
Unlike joint ventures, the strategic alliances never create a company between the companies participating in the alliance.
This type of contracts is very complex as it requires legal competences in cross-cutting fields of Laws such as corporate, business and fiscal laws, intellectual property rights, competition laws, social legislation, but also certain skills in technical fields or research and development contracts.
IX. JOINT VENTURE
A joint venture is a business agreement in which parties agree to develop, for a finite time, a new entity and new assets by contributing equity to the accomplishment of a precise goal. They exercise control over the enterprise and consequently share revenues, expenses and assets.
The joint venture can therefore adopt very various forms but necessary lead to the creation of a new separated entity with legal personality.
For a company that desires developing or exploiting an infrastructure of importance, it is sometimes interesting to partner with one or several companies to take advantage of the followings :
• Share of fees, expenses and investments between the companies. • Share of the risks of the joint venture.
Like the strategic alliance agreements, the drafting of joint ventures agreements requires high-end expertise in multiple fields of laws.
X. UNDERWRITING CONTRACTS
The underwriting contract is a specific contract as even if it is a bilateral contract, the reciprocal and consistent engagements of the parties are not simultaneous. Indeed, the underwriting contract can be decomposed in three periods of time :
• A call for tenders • An offer in response • The conclusion of the contract
Our expertise in the stock market as well as our professional network allows us to be leaders in drafting underwriting agreements.
The word pact derives from the Latin pactum and means "something agreed upon". A pact between two private persons is therefore the sole transcription of their common agreement upon something. Our expertise in the field of the writing of pacts includes notably the followings :
I. Shareholder’s Agreement
It is the contract signed by the shareholders of a company that complements the bylaws of the company and as the purpose of defining their commitment, depending of the included provisions.
This pact sets up the rules governing the relationship between the principal shareholers.
II. Partnership Agreement
The partnership agreement allows the Partners to establish the organization of their cooperation but also the eventuality of the end of the relationships between the Partners.
In the context of the formation of a legal entity, the drafting of by-laws is a step and a necessary document for administrative reasons. In collaboration with the founder Deschenaux, Hornblower & Partners is responsible for drafting the by-laws which can concern various entities:
• By-laws of an organization (association, foundation)
• By-laws of a company
The futures contract or futures is a standardized contract used to negotiate products on a specific exchange market that is organized and regulated and that acts as intermediary. They constitute a commitment whose object is the sale or purchase a specified asset of standardized quantity and quality, the underlying, for a price agreed upon today, the strike price, but with delivery and payment occurring at a specified future date, the delivery date. The underlying can be a physical product, such as raw materials or agriculture products, a financial instrument such as securities, interest rates or exchange rates as well as market or climatic index.
The futures contract or futures is a standardized contract used to negotiate products on a specific exchange market that is organized and regulated and that acts as intermediary. They constitute a commitment whose object is the sale or purchase a specified asset of standardized quantity and quality, the underlying, for a price agreed upon today, the strike price, but with delivery and payment occurring at a specified future date, the delivery date. The underlying can be a physical product, such as raw materials or agriculture products, a financial instrument such as securities, interest rates or exchange rates as well as market or climatic index.
Our firm is able to deliver some advice for the writing and operations regarding the futures contracts, do not hesitate to contact us to learn more about our services.
Two types of option contracts exist: a purchase stock option agreement (“the Call”) or a sale stock option agreement (“the Put”).
The person benefitting from the option contract buys the right of option for the payment of a share payment paid to the issuer. The option allows from then on the beneficiary, if he decides to exercise it, to buy (Call) or to sell (Put) a title to the issuer of the option at a price set in advance within a given time period determined by the contract.
Therefore, the option contract is a bet on the increase or the decrease of the price of the good in the future.
A difference exist between European and American option exercises:
• The US Call allows the beneficiary to exercise his option during all the time period determined in the contract.
• The EU Call or Euro Call only allows the beneficiary to exercise his action the last day of the given period of time.
Options are mostly put for securities, actions, obligations or raw materials.
The right known as emption right in civil law countries is an option to purchase a real estate good at a given price during a certain period of time. The person that benefits from this option is not obliged to buy the good. However, the landowner, if he decides to sell his land, must propose it to the beneficiary at the conditions fixed at the time of the signature of the act. This act can contain the price and the modalities of exercise of the emption right and must be a notarial deed. It can be registered at the land register for publicity reasons.
Our firm can assist you for the drafting and the negotiation of your emption rights if you deem it necessary.
SHARES OF STOCK ISSUES:
I. GENERAL RULES AND CLASSIC FINANCING METHODStop of page
An entrepreneur or a company is looking to raise capital to undertake a project.
When Deschenaux, Hornblower & Partners helps to incorporate, restructure, or protect a company, it transforms it into a “Reporting Issuer”, “Issuing Company” or “Issuer”, that is to say, a company legally capable of issuing shares on the capital market.
Deschenaux, Hornblower & Partners will help the Entrepreneur to keep control on his company, while converting it into an Issuer, and to guide its search for capital.
It is our priority to guide you to pass safely though the labyrinth of legal regulations and financial activities, in order to allow you to maximize the potential of your business.
This guide will help you discover the processes and the actors on the financial markets, and how Deschenaux, Hornblower & Partners can benefit you.
Every Reporting Issuer is first advised by our Team. We will coordinate the follow-up of the dossier and the creation of a multimedia presentation.
In the case of public distribution, namely after an IPO, Deschenaux, Hornblower & Partners can still involve a regulator of the market to consolidate the securities, or the valuation of the Issuer.
Once the necessary procedures have been followed, Deschenaux, Hornblower & Partners assists the Issuer in the registration of the Issue with the relevant authorities and in particular with the securities market authorities.
Then the Issuer releases the shares according to a plan created by Deschenaux, Hornblower & Partners in coordination with the Investment bankers and in compliance with the relevant declarations being made to the authorities.
The Investment bankers will publicize this offer for shares through roadshows and their sales department will then sell the shares on the capital market through their network of brokers, agents and investment funds.
The IT department is responsible for updating the site deschenaux.com, so the Issuer and brokers have a direct follow-up of the events and sales regarding the securities.
Three outcomes can be foreseen from these operations:
1. All of the securities offered are sold, and the resulting proceeds are channeled to the Issuer minus a commission for the Investment bankers and their distribution channels. 2. All of the securities offered are not sold and the resulting proceeds are sufficient to finance a part of the project. In this case the investors are notified (unless it is a continuous closing operation), and can decide whether or not to withdraw their investment in the project. 3. All of the securities are not sold and the resulting revenue is insufficient to finance any part of the project. In this case the investors are reimbursed and the fundraising is cancelled.
The financial markets are composed of the following actors:
• The Public Stock Markets. • The Unquoted Markets and the OTC (Over-the-Counter) Markets. • The Private Markets. • The Institutional Markets.
Deschenaux, Hornblower & Partners will describe all of these markets and show you how access to them can fulfill the requirements of your company.
II. PREPARATION OF A PRIVATE OFFERING OF SECURITIES
The preparation of a private offering is an operation in which a company transforms itself into an Issuer. This transformation necessitates a number of amendments to the legal structure and the internal organs of the company. These changes then have to be notified to the relevant authorities overseeing the capital markets, and other capital market operators.
Occasionally the preparation for a private offering begins with incorporation of the company, or if necessary, with the registration of relevant trademarks consolidating the incorporation. In the case where the company already exists, it begins with the amendment to its legal structure.
In the majority of cases the preparation of a securities issue ends with the creation of a document entitled the “Private Offering Memorandum”. This document is the principal source of information on the activities of the business, and is an indispensable document for potential investors in the Issuing Company.
At this stage in the preparation of a securities issue, the role of Deschenaux, Hornblower & Partners as a financial guide is indispensable to the company. Deschenaux, Hornblower & Partners not only undertakes the transformation of the company into an “Issuer”, but also undertakes all the necessary internal and external due diligence of the company, which has to be done in order to create the due diligence file. The “Due Diligence File” is a set of documents and evidences of all kinds which prove the statements made in the disclosure document such as the Private Offering Memorandum. Although the creation of the Private Offering Memorandum is primarily the task of the issuing company, Deschenaux, Hornblower & Partners can provide its own format which has been legally verified for compliance with the relevant legal norms. Furthermore, Deschenaux, Hornblower & Partners can point out any strengths, weaknesses and associated risks in the memorandum. As a financial and legal advisor, Deschenaux, Hornblower & Partners wants to protect the Issuer, its board of directors, and its management, against any actors on the capital markets.
Whatever the type of securities to be issued, the quality, security and the success of a private offering is in direct correlation with its preparation. It is a lot less important to undertake a lot of publicity for a securities issue than to prepare it well, since word of mouth will frequently point investors in the direction of a well-prepared and serious offer.
Furthermore, it is also important that the issuing company and its board realize that the preparation of a private offering is not only a laborious and costly task, but that it also offers the possibility for the management to cast a critical eye over the proposed future operations of the company, before any of these costs have been incurred. The opportunity to check the coherence of a business plan and the proposed decisional structure can often avoid unforeseen disasters, as well as radically increases the chance of success.
The necessity to undertake strict due diligence also forces the Issuer to address its market, and its competitors, which in turn leads to new business ideas on how to develop markets and products.
In conclusion, the culture of our business considers that the preparation of a private offering is an act of management, marketing, and selling necessary for the success of the business, beyond the execution of the issue itself. A correctly drafted Private Offering Memorandum is a very important document for the company in administering its relations with its bankers, auditors, strategic partners and tax authorities, whose work (and, therefore, costs) will be considerably reduced by referral to this document.
III. PRIVATE OFFERING
A Private Offering is undertaken by the issuance of securities or bonds without accessing the public market. Most usually these securities are offered for sale on a private basis to accredited investors by way of a “ Private Offering”.
According to the American definition of the term, “accredited investors” generally refers either to individuals or companies whose primary activity is related to the capital market (broker, banker, pension fund etc.), qualified individuals (attorney, accountant, officers, directors etc.), or individuals who have a meaningful net worth or significant annual income for the present and past two years, and have significant investment experience, and are able to make rational investment decisions based on adequate and relevant information.
THE DISTRIBUTION OF A PRIVATE OFFERING
When one speaks of undertaking a Private Offering, one is considering the simple fact of distributing securities through a private securities offering.
This process implies not only knowledge and relationships with the financial community, but also the credibility necessary to inspire them to read the Private Offering Memorandum. It also implies that your financial guide has expertise and access to a powerful network of banks, investment bankers, funds, financiers, investors, brokers, traders and media people as well as knowledge of the legal and commercial constraints relating to the sale of securities around the world.
Deschenaux, Hornblower & Partners supports such an international network throughout the world, particularly in the major financial centers. This network has a solid experience in undertaking the sale of securities through Private Offerings.
Although syndicates are usually found in the world of public offerings, they are increasingly used in the context of Private Offerings, in a simplified structure.
Deschenaux, Hornblower & Partners having many relationships with the actors of the capital market, it is not uncommon for us to help a company in financial trouble to bear the costs of the offering by direct and private investment, with issuance. However, we restrict this support to the context of financing an offering to protect both the investor and the Issuer.
TRADITIONAL PRIVATE INVESTMENT
The most common type of private investment is the Initial Private Offering. This can take the form of either “seed capital” or “first round financing”. By definition, these investments are used to aid the newly founded start –up companies in need of finance for its initial operations. These investments are usually provided to support the company until it is able to generate revenues.
When the Issuer has proven that its business model is viable and has successfully negotiated the start-up phase, the company moves on to its second phase, called the “development phase”. At this stage, it is normal to arrange a second investment, called the “second round”. The risk to the investor is considerably lower than at the start -up phase because the Issuer has demonstrated its business model. Consequently, this round is more costly to the investor as the investment has a lower risk than during the first investment round. And since the company is closer to its stock market floatation, the return on investment and profit are more likely to be realized.
Occasionally the Issuer is unable to finance its floatation due to a lack of funds. In these cases it is necessary to undertake a final round called the “mezzanine round”. Due to the even lower risk involved in this case, this investment is usually made using convertible bonds which can be converted into equity following the successful market floatation. Due to their investment characteristics, this type of investment is a favorite of institutional investors and professional underwriters.
PRIVATE PLACEMENTS FOR PUBLIC COMPANIES
Once the Issuer has proven the viability of its business and achieved the start-up stage, there is the development stage, also referred to as the second stage. Under normal conditions, this second offering is more costly for the investor as the risk is considerably lower than in the initial private offering and the company is closer to its listing, its break-even point or, in a general perspective, it has improved significantly towards its objectives.
This type of operation is most used in situations where the market capitalization of the company is small (“small cap” sector). However, these operations usually contain a number of very tight restrictions, notably that the price of additional shares will not be lower than 15% less than the market valuation of the shares, and there are restrictions on their future transfer. This means that there is limited transferability of these securities for a period of up to two years following the operation.
Deschenaux, Hornblower & Partners can offer you a solution to bank credit for your situation and your project.
A bank loan is a loan made to a bank credit. Procedures are not always easy to conduct. Hence, we offer to assist you in your efforts in order to make a loan under the best conditions.
We provide you with a completely customized monitoring.
Besides, we guarantee our help immediately in the event of need for information, processes, or management and negotiating of your contract.
The goal of investors is to get the better socio-economic profitability, for all its activities even if they are eclectic. Hence, we help investors to reduce the risks inherent to the investment.
From that standpoint, the strength of our successful experience in consulting allow us to complete our missions in various environments such as banking, insurance or industry.
Our team will help you to manage and assess risks through:
• Risk identification and implementation of appropriate indicators. • Providing an external perspective on your tools and reporting. • Proposal of inancial transactions.
FINANCIAL EXPERTISEtop of page
Financial expertise is a technique which seeks to identify and quantify the relationship between financial opportunity (investment, security offering, share over- and under-valuation), and the real potential for financial gain or loss.
In a word, respond to such questions as: “what is the value of a company, or an Issuer? Is the price of a security over-valued or undervalued?”
RISK ANALYSIS OF AN INVESTMENT
What are the inherent risks of an investment, and how can they be quantified in terms of money, and their probability of occurrence?
What is the size of the market for a particular share, or a share offering, of the Issuer?
LEGAL AND FINANCIAL ADVICE
Deschenaux, Hornblower & Partners is not only a guide but a solid consultant in the field of international finance and law.
PROTECTION OF INTELLECTUAL PROPERTY
Has a patent been registered with the relevant authorities, and what protection will it bring ?
Furthermore, can it be contested successfully by competitors ?
How much is the patent worth ?
These are just some of the questions that Deschenaux, Hornblower & Partners, your financial guide, will be able to answer.
NEGOTIATIONS RELATING TO INTELLECTUAL PROPERTY
To be able to understand the revenue potential of a patent is useful, but to sell or license it at a price equal to its realistic revenue potential is even better. Deschenaux, Hornblower & Partners is able to advise on the sale or license of your intellectual property, and to guide you through each stage of the process.
EVALUATION OF OPTIONS AND OTHER FINANCIAL INSTRUMENTS
If the analysis of a share or a bond is undertaken by many actors on the capital markets, analysis of derivatives is an operation only engaged in by a few, especially if their opinion has to be provided in writing and justified.
Is it worthwhile to cover business and financial risks? Not only is this a complex question, but the risk of advising on such questions is itself very real. Deschenaux, Hornblower & Partners also has experience in this area.
Desxhenaux & Partners help you to develop and optimize the organization of your company.
Our Offer :
• a variety of participatory tools to build and develop the organization and resources • a system of measures to identify gaps and to set quantitative targets for improvement projects • a team of international financial jurists.
The benefits of service correspond generally, the various problems associated with periods of growth and maturity of a company, or more specifically related to an entity, department or product, for example.
The results of the intervention can be seen, through the mobilization capacity and skills of staff / trainers involved in the process, directly in the process, resources and ultimately the goods and services produced.
Some examples of objectives of an intervention:
• The adequacy of the organization and resources strategy; • Increased productivity; • Improving performance; • The control of flows and processes; • Cost optimization and operation to improve, maintain or (re) create a profit.
These benefits associated with an ability to respond quickly can make the difference to imagine, build and integrate positive change leading to a real optimization of the organization.
Restructuring of Capital and Shareholding
Deschenaux & Associates helps you when there is a necessary adaptation in your company to social, economic or legal changes which force the daily life of the company to adapt to the constraints and market fluctuations.
I. Restructuring of Capital and Shareholding
Restructuring is a set of operations on the capital which might consist of reduction or increase operation.
These operations need a special attention for the rights of shareholders and shareholders.
Restructuring can also has a dramatically larger consequences operations for the company such as mergers, demergers or partial contribution of assets for which the intervention of a legal professional is required.
II. Organizational restructuring of the Company
In the contrast with widespread belief, the handling of corporate architecture requires a particular skill, especially with the regard of the restructuring legal consequences.
When Deschenaux & Associates restructure your company, we perform a rigorous analysis of the operating mode, training and goals, as well as markets and the environment in which your company operates.
The operations restructuring initiative is an audacious but also dangerous, its success is determined by the compliance with legal provisions regulating the field. It means that we bring you our skills and legal know-how in this field, in order to gain the succeed of the proposed transaction.
Banking Supporttop of page
The entrepreneur and the banker both know that the creation or operation of a business risk is more or less important. The banker is willing to take these risks with you, but under certain conditions.
Before going to see your banker, you must have clear ideas about your project perfectly. To convince your banker that your project creation, recovery, consolidation and development of viable business must show your conviction, present a strong case, be credible and you have to prepare this decisive interview.
We offer to study the main criteria taken into account by a banker before granting a loan, overdraft facility or an authorized overdraft:
Consistency of your profile with your project.
Real potential of your project.
Understanding and skills in financial terms. (business plan and everything related to the treasury of your future business.)
What are the advantages to be accompanied to the bank by a us ?
• To allow you to have a structured speech for your banker. • To allow you to highlight elements of trading figures calculated by a professional management. • To allow you to be more credible and serious face the banker and get his confidence quickly. • To allow you to get your money faster and better conditions. • To allow you to be more relaxed in front of the banker. • Allow you to understand how the bank operates and what the bank expects of you.
Entrepreneurs, you need financing to start the business? It will go to the meeting with your banker !
You have difficulty obtaining financing 'cause banks or credit agencies ask you difficult to calculate elements: your sales forecast, cash you'll need in the coming months, the loads of your future or the next business month, etc.
The bank, especially in these difficult times, needs to trust you to unlock funding. And only you have a hard time explaining the situation to him, to show him your good faith and motivation, to show that though you have clients or projects to come.
We accompany you to the bank and we can help you:
• Make your estimated • Install a financing • Negotiate banking conditions • Develop your business plan • Present and defend your project
• You're in trouble, cash flow problems ? • You want to invest ? • Do you need financing ? • You should meet with your banker ? • Looking for a new banking partner ? • You want to negotiate bank fees ? • A difficult passage ? • You want to present your action plan ?
Mergerstop of page
The goal of a merger between two firms should be to strengthen either one of them, or indeed both of them. However the risk of finding bad partners can cause a weakening of both with inevitable consequences for their financial situation.Once again, Deschenaux, Hornblower & Partners can guide your company through this difficult terrain, and bring the process to a satisfactory conclusion.
EVALUATION OF AN ACQUISITION TARGET OR PARTNER
What are the strengths and the weaknesses of a company ?What are the advantages of acquiring or partnering with a particular firm ?
EVALUATION OF SYNERGIES
What are the compatibilities and incompatibilities of the two partners in a merger ?
Deschenaux, Hornblower & Partners has experience in helping a company purchase assets from a bankrupt company without problems. This is an area where Deschenaux, Hornblower & Partners can help you, and make all the difference to your firm.
RISK ANALYSIS OF MERGERS AND ACQUISITIONS
What are the inherent risks of a merger or acquisition operation, all factors taken into account ? What problems are likely to arise ?
How much will a merger or acquisition cost ? And what are the cost savings, or future costs ?
What impact will the merger or acquisition have on the functioning of your company, and what impact will a partnering strategy have on your partner ?
How will the decision making process change ? And how will the capital structure be altered following the merger ?
CREATION OF A NEW BUSINESS STRUCTURE
Deschenaux, Hornblower & Partners can create a new business structure with the partners and even serve as referee in cases where the mutual interests of the partners diverge, for example, in areas relating to corporate decision making, whether operational or otherwise.
THE TRADITIONAL MERGER
In continental Europe, with the exception of the Netherlands, a merger is usually undertaken by a single legal operation which consists of: the dissolution of the acquired company; the automatic transfer of all operations (both past and present which includes all assets and liabilities) of that company to the acquiring company; and the exchange of shares of the acquired company with the shares of the acquiring company. Usually, to discuss the transaction an extraordinary general shareholders’ meeting is convened, which votes on this matter, and discusses merger terms. Hence, shareholders of the acquired company become shareholders of the acquiring company (without any dissenting shareholder rights to opt out of the transaction).
In the United States, where this type of merger is also used, dissenting shareholders have the choice to withdraw from this action by having their shares repurchased. The creditors of the acquired company, obliged to change their debtor, are also protected by a system of sureties allowing them a right of recourse against the merger. The process of harmonization in legal norms across the European Union is also moving European law in this direction.
Other methods exist by which companies can agree to act together for their mutual advantage. For example, a commonly used method is to take out cross-shareholding in two or more companies. This has been taken one stage further in Germany where the law permits the creation of dependence contracts between companies. Cross-shareholdings are usually governed by conventions, either between the principal shareholders through a voting trust, or through a convention relating to voting rights of shareholders. It is important to recognize that these agreements are not permitted in some jurisdictions.
A private company which would like its shares to be quoted publicly can also achieve this goal by merging with a quoted company (the Acquired Company).
Reduced Costs. There are no specific costs associated with registering for a specific stock market, as these costs have already been incurred by the Acquired Company.
Speed of Execution. This process is limited to undertaking the necessary formalities of a merger, which are to have the necessary extraordinary general shareholders meetings, the creation of a new business entity, the dissolution of the acquired business, and the drafting and publication of documents governing the operation of the new business. The time required to undertake this operation is essentially that required to find a company willing to negotiate a merger.
Creation of a “currency”. The quoted shares of a company following the merger have exactly the same
legal consequences of a company issuing shares following its own quotation.
Absence of new funds. This financial operation does not entail raising any new funds; to the contrary, it will reduce the assets because of the costs of the transaction.
Loss of control. A merger of two companies necessitates a dilution of capital which can bring about a lessening of control of the company, or in some cases a complete loss of control.
REVERSE MERGER, SHELL OPERATION
This type of operation also has the fundamental objective of putting a private company on the stock market.
Here a private company merges with a quoted company which does not have any revenue or operations. Very often these are called “empty shells”. The private company obtains the majority of the shares in the shell and takes control of its board of directors. Usually the quoted company then changes its name and uses that of the previously private company.
The advantages of this reverse merger are the same as those of the traditional merger with the following provisos:
Speed of Execution. The time required for this operation is generally shorter than for a normal merger (assuming one can find a “clean” empty shell and the private company has an established track record). Significant checks should be carried out to verify that the shell does not have outstanding liabilities from previous operations.
Creation of a “currency”.
No loss of control. Reverse mergers allow existing shareholders to avoid the inconvenience of diluting their control over the company, since one company takes complete control of another.
Absence of new funds. As in the traditional merger, there is no new raising of capital, and therefore to persuade the shareholders of the acquired company to accept the deal, it is necessary that the private company has an extremely attractive business plan, to offset the loss of their control.
A lot of trouble. generally institutional investors and other actors on the markets refuse to deal with these types of companies, since there are too many risks associated with them. It is because of this that Deschenaux, Hornblower & Partners advises against these types of operations, and only undertake them in exceptional circumstances, the description of which is out of the scope of this brochure.
PRIVATE COMPANY MERGERS AND THE CAPITAL MARKETS
The first stage of a merger is the coming together of two or more private companies so as to constitute an Issuer likely to interest the capital markets. Without the interest of the markets, no funds will be raised. Deschenaux, Hornblower & Partners understands the delicate nature of this operation and has the ability to bring about a satisfactory conclusion because of its knowledge of the capital markets, its understanding of the interests of the key actors, and its familiarity with the Entrepreneur.
We combine best-in-class programme management skills together with robust operational and financial analysis expertise, to help our clients maximise value delivered from integrations and carve-outs. Organisations we have worked with show superior shareholder returns through ensuring integration benefits and carve-out value are delivered.
We help businesses maximise value from carve-outs by:
• Developing a clear and properly supported financial plan and a vision of how the remaining business will operate after divestment; • Highlighting the future value for potential buyers; • Ensuring proper planning and preparation, both on a strategic and financial level; • Identifying and resolving major issues early in the process, before they cause undue delay or jeopardise the deal.
ln order to undertake a cross shareholding, or in certain instances a merger, it is necessary to exchange securities between two or more companies. This is effectuated pursuant to a "swap agreement". ln brief, the swap agreement is an exchange of securities in which the securities exchanged represent the cost of the operation. Instead of the payment of cash, Deschenaux, Hornblower & Partners has experience with this type of transaction, particularly in dealing with the stock market authorities to obtain permission.
Are you facing time pressure and do regulatory requirements challenge you ?
We can take over the writing of your financial texts such as annual reports, fact sheets or investment fund reports so you can have more time for your core business.Because we understand the financial industry, you can benefit from our financial writing service.
• We can find the right tone of voice that will convey your message. • We will ensure your financial texts are jargon-free and tailored to your target audience. • Our financial writers work for you in complete confidentiality.
Your advantage is that you can work with a partner who understands you and your business and who can give the right voice to your communication material.
Public Relations, provided they are limited to the financial domain, are also our work.
MEDIA CAMPAIGNS AND PUBLIC IMAGE MANAGEMENT
We undertake media campaigns intended to promote a share, a securities issue, or an Issuer. We do this either to repair a damaged image, or to raise an Issuer’s credibility in the capital markets.
INVESTORS PRESENTATIONS AND ROADSHOWS
Deschenaux, Hornblower & Partners also arranges presentations relating to a security, an Issuer, and other financial products.
EMERGING TECHNOLOGIES AND FINANCIAL ISSUES
What new technology, and in what context, can affect a security, an Issuer, or a security offer, whether favorably of unfavorably ?It is better to know about these things before the competition, and Deschenaux, Hornblower & Partners can help in defining these issues for your company.
CREATION OF NEW BUSINESS OPPORTUNITIES
Who can help the Issuer develop towards its goal ?Deschenaux, Hornblower & Partners has a very large network of contacts, including some very important people across the business world. We can help you to contact these people in return for a fee.
DIFFUSION OF FINANCIAL INFORMATION
Sometimes an Issuer would like certain information to be widely known on the financial markets in order to benefit its share price. With the help of Deschenaux, Hornblower & Partners, the company can be sure of this.
Negotiation with the authorities, to obtain a particular authorization, a license, or a permit is an area in which Deschenaux, Hornblower & Partners has a great deal of experience.
Plantop of page
The Business Plan, your Guide to Success drafted by Deschenaux, Hornblower & Partners.
La création d’une entreprise ne se limite pas à sa constitution formelle, c'est à dire à sa constitution administrative.
La création d’une société est un processus qui prend racine tout d’abord dans une idée qui va se développer en un concept pour ensuite se transformer en un projet.
La combinaison de toutes ces étapes doit pouvoir se retranscrire dans un document structuré afin de permettre à l’entrepreneur d’évaluer la possibilité de mise en œuvre de son projet.
Le Business Plan est le plus vaste document de la société. Deschenaux & Associés vous accompagne dans l’élaboration de ce document qui sert de base à la stratégie de développement de l’entreprise dans tous les aspects. En aucun cas le business plan sert à lever des fonds, un business plan décrit l'ensemble du projet de l'entrepreneur;il s’agit d’un projet qui sert au fond à identifier des objectifs et une manière de les atteindre.
Ce document comprend principalement :
• la stratégie de l’entreprise, souvent composée de l'ensemble des alternatives à une action standard. La stratégie sera la modification du plan d'action et est plus générale que ce dernier.
• le plan d'action qui permet d’élabore les différentes étapes de développement de l’entreprise.
• Le(s) modèles d’exploitation qui décrivent comment l’activité génère de l’argent. Nous accompagnons l’entrepreneur dans l’élaboration et dans la consolidation de son modèle d’exploitation.
• Leur revenu modèle, autrement dit les différentes sources d’argent de la société.
• l'équipement nécessaire.
• Les ventes espérées.
• Le plan marketing.
Ce document sert de base pour l’élaboration de la stratégie marketing et des méthodes de vente.
Il comprend principalement :
• L’analyse du marché et de la clientèle ciblée,
• La description des produits et services
• La stratégie de prix,
• La publicité et la promotion,
• La distribution et les ventes.
Il fait généralement partie intégrante du Business Plan de l’entreprise.
Le plan financier permet d’établir les projections financières de la société, à partir d’une part des résultantes financières des années précédentes qui feront l’objet d’un audit mais également de ce que l’on appelle les assomptions. Le plan financier s’étale sur une durée précise.
La réalisation d’un plan financier permet :
• d’anticiper la gestion de sa future entreprise
• de s’assurer de la viabilité de l’entreprise (les ressources doivent vous permettre de faire face à vos besoins)
• de se rendre compte de la rentabilité future de l’entreprise.
Theshort summary of a company is a document summarizing your ambitions which will attract potential investors interested in your project.
This is an important document for your business. Actaully, it serves as a first approach to investors, synthetically explaining your project to seduce them.
We can help you through the writing of this short summary in order to catch the attention. We are willling to find the key arguments and to inspire future investors to assist you.
Deschenaux, Hornblower & Partners offers a thorough and relevant drafting that has already proved its worth.
The executive summary is a quick overview of the society.
Deschenaux & Associates helps you writing the executive summary. Since it will probably be the most important documents for your company, you should devote special care which we are able to provide.
Together, we point out all the relevant factors, and we disclose you the key points of the project, in order to allow the investor to have a quick overall idea and make him want to know more so as to place its interests in your project.
BUDGETStop of page
Once your business is operational, it's essential to plan and tightly manage its financial performance. We are advising you to create a budgeting process which is the most effective way to keep your business on track.
Deschenaux, Hornblower & Partners is willing to explain how to go about it by suggesting action points to help you to manage your business' financial position more effectively and ensure your plans are sustainable.
• Planning for business success • The benefits • What to include in your annual plan • A typical business planning cycle • Budgets and business planning • Benefits of a business budget • Creating a budget • Key steps in drawing up a budget • What your budget should cover • What your budget will need to include • Use your budget to measure performance • Review your budget regularly
Structured planning can make all the difference to the growth of your business. It will enable you to concentrate resources on improving profits, reducing costs and increasing returns on investment.
The key benefit of business planning is that it allows you to create a focus for the direction of your business and provides targets that will help your business grow.
It will also give you the opportunity to stand back and review your performance and the factors affecting your business. Business planning can give you:
• A greater ability to make continuous improvements and anticipate problems • Sound financial information on which to base decisions • Improved clarity and focus • A greater confidence in your decision-making
If your business is growing, you may not always be able to be hands-on with every part of it.You may have to split your budget up between different areas such as sales, production, marketing etc.You'll find that money starts to move in many different directions through your organisation - budgets are a vital tool in ensuring that you stay in control of expenditure.
• Look at how your fixed costs differed from your budget • Check that your variable costs were in line with your budget - normally variable costs adjust in line with your sales volume • Analyse any reasons for changes in the relationship between costs and turnover • Analyse any differences in the timing of your expenditure, for example by checking suppliers' payment terms
A budget is a plan to:
• Control your finances • Ensure you can continue to fund your current commitments • Enable you to make confident financial decisions and meet your objectives • Ensure you have enough money for your future projects
It outlines what you will spend your money on and how that spending will be financed. However, it is not a forecast. A forecast is a prediction of the future whereas a budget is a planned outcome of the future - defined by your plan that your business wants to achieve.
BENEFITS OF A BUSINESS BUDGET
There are a number of benefits of drawing up a business budget, including being better able to:
• Manage your money effectively • Allocate appropriate resources to projects • Monitor performance • Meet your objectives • Improve decision-making • Identify problems before they occur - such as the need to raise finance or cash flow difficulties • Plan for the future • Increase staff motivation
Deschenaux, Hornblower & Partners will help you for creating, monitoring and managing a budget which is a key to business success. It should help you allocate resources where they are needed, so that your business remains profitable and successful. It need not be complicated. You simply need to work out what you are likely to earn and spend in the budget period.
INITIAL PUBLIC OFFERING
I. PUBLIC OFFERINGS AND FLOATATIONStop of page
“Flotation” is a generic term that includes a significant number of complex procedures, which result in the securities of a company being offered on the public capital markets. The main strength of Deschenaux, Hornblower & Partners is to undertake this process of flotation for individual companies, in whichever form is most favorable to the Issuing Company.Initial Public Offering
Each stage of the operation is extremely technical in nature, and requires extensive knowledge of the intricate regulations of the stock market authorities as well as access to advisers who have successfully completed the exams necessary to operate in this highly regulated arena.
It is due to these requirements that we advise our clients to be skeptical of the different ready-made solutions offered over the Internet or other media. Unfortunately, these solutions can result in legal and financial difficulties to the companies because of inadequate trading volume on the stock exchange due to the failure of the company’s market makers.
THE TRADITIONAL INITIAL PUBLIC OFFERING (IPO = Initial Public Offering)
It is useful to break down the process of undertaking a traditional IPO into its constituent parts as follows:
1. Registration of the Issuer in order to obtain the status of “Reporting Issuer”. 2. Registration of the Issuer with the relevant securities market authorities. 3. Registration of the Issue with the relevant authorities. 4. Registration of the securities with the administrative authorities. 5. Conclusion of a contract between the Issuer and its Investment Banker acting as underwriter. 6. Adhesion of the Issuer to a public market or stock exchange. 7. Distribution of the securities on the securities exchange or market by the Investment Banker or by the issuer, according to the terms of the subscription document.
These stages are followed, according to the formal rules of the securities market on which the securities are quoted, and in particular the rules of the Securities and Exchange Commission and of the North American.
Securities Dealers Association.
Reduced costs. The rules of the SEC & NASD do not fix a limit for the amount raised.
Creation of a “currency” for the company. When securities are quoted on the public market they have a certain and real market value. Consequently, when required, it is possible to sell more securities to increase liquidity in the security. Another useful purpose of this “currency” is when the company wants to undertake a takeover or merger with third companies, and use them as a substitute for cash.
High cost. The costs of a quote on a market are high, both for the initial offering and for subsequent operations. For an IPO it is usual that the commissions or other fees represent 10% of the capital raised. Furthermore, the legal costs of a quote (associated with the SEC) can amount to several hundred thousands of US dollars.
Slow Process. The process of an IPO requires many formalities to be undertaken with the relevant authorities, whether state or local stock market authorities. Particular attention should be paid to the SEC & the NASD. The time to undertake this process can take 9 months to one year.
LIMITED INITIAL PUBLIC OFFERING(SB-I, SB-II, REG A, EXEMPTIONS)
Under certain conditions, notably where the amount of the initial offering is limited, the securities markets authorities allow an Issuer to undertake a quick offering whilst providing less information to the public and investors. It is necessary to be prudent in following this route in raising capital, since these limited offers subject the Issuer to future restrictions in raising additional capital.
ACCELERATED INITIAL PUBLIC OFFERING (FASTIPO™)
This type of public offering is limited to USD 20 million and is property and product of Deschenaux, Hornblower & Partners. The knowledge available at Deschenaux, Hornblower & Partners has led us to develop our own method of flotation. FastIPO™, as its name implies, consists of an accelerated flotation which can be completed in less than four months. This flotation operates under different rules and procedures than the traditional public offering, essentially using SEC Form-10 and the SB-II. The FastIPO™ is limited in use because of a number of restrictive requirements such as where the Issuer has an overly complicated legal structure, when it has existed for a long period of time, or when the number of issues necessary to inform the investor is too large.
The FastIPO™ is an excellent financing method because it is less restrictive than the requirements necessary for a traditional public offering, so long as the rules of the SEC are complied with.
Cost Reduction. The FastIPO™ permits the Issuer to reduce the costs of the IPO in a significant manner. A smaller number of advisors are required and the speed with which these advisors can complete their necessary work reduces the cost.
Speed of Execution. We can organize an IPO much quicker than the usual time, and undertake all of the necessary preparatory work ourselves. Our excellent contacts with the relevant authorities enable us to expedite many of the laborious tasks associated with the normal IPO, and our experience in drafting the necessary documents reduces the amount of time required to conclude an IPO to between 2.5 and 4 months.
Creation of a “currency”. The advantages of a FastIPO™, in regards to this point, are exactly the same as those of the traditional IPO since there is no difference between the status of the shares in the initial public offering, future capital raising operations, or for the continued existence of the company as a quoted entity. Your company will also benefit since its shares are easily transferable and negotiable in order to achieve particular corporate goals. You will be able to benefit from this advantage in a number of situations, for example, when negotiating corporate guarantees or when undertaking acquisitions.
Possible only in the United States of America.
Limited to Raising USD 20 million. In certain cases, the time limit of four months can only be complied with when the initial capital raising is reduced to USD 20 million. However, the company can still undertake additional capital raises at a later date.
METHODS OF ASSIGNING THE SUBSCRIPTION
The method of assigning the subscription dictates which party is going to underwrite the distribution, that is to say, which party will be in charge of the distributing the offer.
In a negotiated underwriting, the Issuer negotiates with the Underwriter that will underwrite a securities issue and distribute the shares. In this context, it is normal that the Underwriter will advise the Issuer as to the terms of the securities issue and on the drafting of the prospectus.
In the competitive bidding environment, the Issuer circulates a preliminary prospectus and invites Underwriters to make an offer before a particular date. The most attractive offer to the Issuer will be named the Underwriter.
Every securities issue is a process which is relatively complex and very technical. Deschenaux, Hornblower & Partners is able to guide the Issuing Company in order to protect its market position, as well as to draft the necessary documents and contracts required for the securities issue. This is set out below.
The Underwriting Agreement is the legal contract by which the Issuer engages the Underwriter or Syndicate of underwriters for the securities offering. This contract also fixes all of the conditions relating to the undertakings of the Underwriter.
METHODS OF SUBSCRIPTION
The method of subscription fixes the type of engagement which the Underwriter or Syndicate will make to the issuer.
“BEST EFFORT” SUBSCRIPTION
In the best effort subscription, the Underwriter diligently tries to sell all of the shares of the issue, and all unsold securities are returned to the Issuer. In this case the Issuer, not the Underwriter, assumes the risk for the failure to sell the securities.
Under conditions of a firm commitment, the Underwriter or the Syndicate agrees to buy from the Issuer all of the securities at a discount. A variation of the firm commitment method is the “stand-by” agreement, in which the Underwriter agrees to buy from the Issuer all of the unsold securities at the end of the subscription period. In this case the Underwriter or the Syndicate assumes the risk for the failure to sell all of the securities.
AGREEMENT AMONGST UNDERWRITERS
The Underwriters’ agreement is the legal contract by which the underwriters composing the Syndicate organize themselves, and how they operate with regard to the Issuer. This agreement fixes the subscription method which we discussed before.
REGISTERING RESTRICTED SHARES RULE 144 (RESTRICTED SECURITIES)
Certain securities acquired following a private placement or securities held by people close to the company (directors, officers, and shareholders having 10% or more, and “significant shareholders” having 5% or more) are “restricted” under rules set out by the Securities and Exchange Commission. In the United States, these are called 144 securities after the number of the rule preventing their resale on the securities markets. Contrary to what many people think, these securities can be sold, but only provided that certain restrictions are adhered to, the principal one being that they are not sold on the market.
Deschenaux, Hornblower & Partners is expert in the sale of 144 securities. In most cases the restriction on these securities lasts one year. If the security is sold during this period in a private contract willingly entered into, then the sale is legal and valid, but the restricted resale period of one year commences for the new holder of the security on the date of purchase. There is therefore a risk that the market for the stock is illiquid, which can undermine the market in the share. This is the reason why these securities can be bought for a discount of up to 20% on the market price for “blue chips”. If the price of the stock is stable the risk of a sudden price decrease is less likely. Because of this, in cases of “small caps” it is possible to find discounts of more than 75%, since the price of these stocks are unstable, and the risks of sudden price declines much higher.
II. MARKET REGULATION
Far from contenting itself with helping a company on to the securities market, and then abandoning it to its fate, Deschenaux, Hornblower & Partners believes that it is very important to offer a company continued help relating to the regulation of the market for its shares, following its successful flotation.
The position of a public securities Issuer is one of extreme responsibility, and it is imperative that the Issuer adheres to all of the laws, regulations, conventions and administrative requirements of this role. On a daily basis Deschenaux, Hornblower & Partners is able to advise the Issuer through the services of its compliance department. Although this service can be expensive, it can help the company in its relations with the relevant authorities, which can in turn prevent putting the whole company into a difficult position.
CONTROL OF LIQUIDITY AND MARKET STABILITY
When the market for a share is erratic and therefore unstable, it is imperative that the Issuer analyses the reasons and takes the necessary preventative measures to avoid it. This is very important for the company to retain and preserve its image in the market, without which the market for its securities will cease to be attractive. Deschenaux, Hornblower & Partners is capable of organizing such services, for example, through the Investment Bank, which will ensure promotion of the securities and appropriate market making techniques.
In order for the price of a share to remain stable or increase, it is necessary that the liquidity and volume for the share on the market are sufficiently strong. The market-maker guarantees the necessary liquidity of a stock and undertakes to create a buy and sell price for a normal market size of 100 shares. For every transaction the Market Maker can adjust the price in one way or another depending on the supply and demand for the shares. Deschenaux, Hornblower & Partners recruits Market Makers for the Issuer’s account and is able to arrange and implement the correct market making strategy for a share.
INCREASE OF VOLUME AND CREATE A WIDER SHAREHOLDER BASE
There are two fundamental goals underlying market-making activities. One is to force an increase in the price of the security, either for speculative purposes, or to create the conditions conducive to merger activity. The other goal is to extend the shareholder base of the company in order to diminish the volatility of a security and therefore create a steady price for this security.
The bond loan is a contract by which an entity (state, public authority, public or private company) receives money from the purchasers of the bonds issued by the entity. These securities give the right to the bondholders to be repaid in term in fixed conditions set in the contract and to collect paying interest on their loans. In case of bankruptcy of the company, bondholders are paid before shareholders.
Deschenaux, Hornblower & Partners can assist you in organizing the bond loan and drafting various contracts.
PROSPECTUS OR RED HERRING
The prospectus provides the necessary material information which an investor would want to evaluate before deciding whether or not to invest in a company. Prepared by Deschenaux, Hornblower & Partners on behalf of the Issuer, a prospectus must be a fair and truthful reflection of the position of the company. Failure to comply with these extremely strict standards may result in civil or criminal penalties for the directors and officers of the company as well as Deschenaux, Hornblower & Partners lawyers.
FORMATION OF A SYNDICATE
Once a prospectus has been put out into circulation, the Underwriters and securities’ dealers handling the distribution of the securities form a syndicate, called an “Issuing Syndicate”.
The syndicate is usually formed around the particular Underwriter, which took the initiative for arranging the securities issue and led negotiations with the Issuer. This Underwriter is called the “Lead Underwriter” or “Leader of the Syndicate”.
Deschenaux, Hornblower & Partners usually finds the Leader of the Syndicate.
Deschenaux, Hornblower & Partners understands its limits, and recognize that they cannot work without the great investment bankers of Europe and the United States. That being said, it is also important to remember that these same bankers will not finance a company that is not well structured from the beginning of its existence or distribute an Issue that is not drafted in a highly professionally manner.
TYPES OF SYNDICATE
The duties and the responsibilities arising out of the syndicate depend on which type of syndicate is being foreseen: the “Western account” or the “Eastern account”.
Under the western account, the responsibility of each member of the syndicate is limited to its share allocation; that is how many shares it has undertaken to sell.
In the eastern account, the responsibility of each member is not limited to its allocation but to the entirety of the shares left unsold at the time of the securities issue. In theory, therefore, its responsibility can be for the total of the securities issue if none of the shares have been sold.
The management of a company is a demanding task requiring on one hand time and energy and on the other hand experience and capabilities.
Indeed, it is not enough to acquire and own a company. It is necessary to know how to manage a company on the legal angle to build legal acts complying with the Laws and precedents in consideration of the company projects.
Thanks to its legal team specialized in Business Law Deschenaux, Hornblower & Partners elaborates all types of legal acts concerning management of your company to ease the task of partners and governing body.
Legal acts concerning a company management include the following:
• Notification to attend the general shareholders' meeting. • Minutes of general shareholders' meetings, electronic annual reports etc. • Business entity filing, Corporate name services
The management of an association requires establishing several compulsory legal acts. Such acts should comply with applicable law, jurisprudence and association statutes. Thanks to its extensive know how Deschenaux, Hornblower & Partners elaborates all the necessary legal documents for the association management.
Legal acts can include the following:
• Notification to attend the members' meetings • General assembly report, meeting report, electronic annual report etc. • Business entity filing, Corporate name and address services.
The Swiss Law defines the "fondation" as the allocation of real or personal property in a precise goal decided by the "fondateur(s)". The "Fondation" is defined in the Swiss Code des Obligations (article n°80 and following).
An ordinary fondation does not need any prior authorization to be established. However, to comply with the legal requirements, it has to be registered. The registered fondations are entitled to create legal documents.
Deschenaux, Hornblower & Partners is specialized in fondation establishment and management.
ADMINSTRATION OF CONDOMINIUM UNIT (PPE)
In EPP, a buyer of an apartment, becoming the owner of part of the building and the land on which the building is constructed, has a right to use the common parts of the building and can freely adjust his apartment. The administration of PPE is very exceptional because it is a particular form of ownership where each batch of PPE is shown in hundredths or thousandths of building value, and it is registered in the land registration.
With relevant expertise and expanded experience in this field, Deschenaux, Hornblower & Partners provide service for preparing the necessary legal actions to manage the EPP and to ensure transparency and compliance with contractual rules and legal rules relating thereto.
Deschenaux, Hornblower & Partners helps you in your project to domicile your company in Switzerland. The domicile of a company is its address for official identification. This address would then appear in all official documents of the company.
It is important to distinguish the domicile of the registered office, tax domiciliation and finally the commercial domiciliation.
Regarding the domiciliation of the registered office, according to the strategy of the company, the registered office may be in Switzerland or abroad. It is not necessarily the workplace: administrative services, offices and places of production can be elsewhere.
The tax domiciliation is located at the registered office of the company, its place of its official establishment. The tax authorities recognize this address as that of the company. Its definition is a strategic choice for your company.
Finally, with regard to the commercial domiciliation, this is the address of your company for your customers and suppliers. A mail box for your company allows you to separate your private domicile and your company domiciliation.
Gestion de l'Endettement
Deschenaux, Hornblower & Partners helps to free to individuals and companies facing financial difficulties. We offer advice and solutions to manage better your debt and get you winner out of debt.
• a confidential and objective analysis of your financial situation • professional financial advice • concrete and lasting solutions, including the ability to combine your debts without borrowing (debt repayment program) • tools and educational information to help you better manage your finances using credit responsibly.
ACQUISITION OF COMPANIES
The acquisition of a company is a decision to be taken seriously, not only because the costs of such an operation can be really important, but also because the level of investment required by this long term process. This operation must therefore be perfectly well thought-out and prepared, and must also come within the scope of a business strategy.
Once your decision has been taken, our firm accompanies you from then on to the effective acquisition of a third party company.
Our services include several steps.
The first one is the validation of your project and the checking of the financial means that are effectively or potentially at your disposal so you can complete it. Then we assist you in pointing out the risks induced by such an operation as well as the benefits you can retire from it.
We then help you drawing the profile of the targeted companies, in Europe or internationally, your project being a consolidation, an extension of activities or a process of diversification.
We proceed with your agreement to the confidential approach phase of the selected companies and seek to obtain the approbation of the management for your project. Lastly, we propose a whole financial and legal engineering frame to your acquisition in order to secure the transaction. Finally, we are present to pilot the negotiation and the drafting of the legal documents (including letters of intention, purchase agreements and shareholders agreements) and to control the procedure until the total completion of the acquisition.
ACQUISITION OF AIRPLANES & HELICOPTERS
Deschenaux, Hornblower & Partners had the occasion of fulfilling the purchase of six Airbus A320 airplanes on behalf of a third party. This very particular operation obeys very specific rules. The mandate concluded included the full confirmatory due diligence (including, without limitation, financial, technical and business issues) of the Acquisition as well as any regulatory approvals.
Moreover, our firm organized the financing of a company possessing a helicopters float that aimed at fire-fighting and that was engaged into environmental protection as it was used to detect the loss of energy of the housing in Geneva from the air thanks to dedicated equipment.
From a personal point of view, Mr. Marc Deschenaux, founding Partner, has a piloting license and has developed huge interest for these matters.
ACQUISITION OF BOATS
Deschenaux, Hornblower & Partners supported the financing of a company that was specialized in the sale and registration of boats and ships in Saint Vincent and the Grenade Isles, offshore territories offering a very advantageous legislation regarding such operations, and especially in the matter of the formalities, that are simplified, and of the property transfers. From then on, rich of this experience, we are ready to assist you if you have a similar project you want to complete.
Importation is an entry into a country of goods or services from another country.
Specialized in cross-border transactions and in international operations, Deschenaux, Hornblower & Partners assists you in importing your goods on the Swiss territory, notably by taking in charge the customs formalities.
The export is the fact to sell abroad a part of the production of goods or services of a country.
Specialized in cross-border transactions and in international operations, Deschenaux, Hornblower & Partners assists you in exporting your goods from the Swiss territory, notably by taking in charge the customs formalities.
Commercial intermediation is creating a marketplace in which the linking between providers with its prospects is facilitated. This facilitation is to guide, on the one hand, users to the product or the brand by objective information, and on the other hand, to advise the providers in order to focus its communication regarding the needs of its consumers to create an area of relevant communication.
In summary, intermediation is to bring together participants whose functions are complementary to a common business purpose.
Deschenaux, Hornblower & Partners assists in the entry in connection with strategic partners by facilitating communication, providing information on the elements of language to use.
We participate with you in defining your target audience and communication tools to implement in order to capture your prospects and increase your conversion rate. Finally, we give you easy access to institutions.
Documentary credit is a document issued by a bank, requesting one of its branches or another bank, to give in one or several times and under certain conditions, a sum of money to a named person a specific amount.
The payment is guaranteed by the bank. It is a widely used technique in international trade.
Specialized in cross-border transactions, Deschenaux, Hornblower & Partners assists you in setting up or obtaining a documentary credit.
A bank guarantee ensures a refund in the case where one of the two parties would not be able to honor the contract.
There are different types of bank guarantee:
The guarantee of payment
This is the most common bank guarantee, which covers the case where a seller requires a guarantee to the buyer if it cannot pay its due.
They allow the buyer to be compensated in the case where the supplier withdraws its offer, does not sign the contract, or does not provide the guarantees expected.
The guarantee of advance payment
It allows you to reimburse downpayments if the supplier does not provide on its commitment.
The performance bond or good end
It allows compensating the buyer in the case where the supplier does not comply with the terms of the contract.
Exemption from holdback
It gives the seller the opportunity to collect the balance payment before the end of the warranty period.
The guarantee of payment of import
It concerns the importers who want to make easier their trade abroad.
ESTABLISHMENT IN SWITZERLAND
Deschenaux, Hornblower & Partners also works to assist you in settling in Switzerland.The establishment of foreign entities in Switzerland, including corporation and individuals, is subject to specified conditions and may differ from one canton to another.The authorization for establishing yourself or a company in Switzerland depends on the competent authority which is free to allow or not the establishment even if all conditions are fulfilled.
I. Persons (Residence permit)
The residence permits requests have to comply with conditions and expectations of the relevant authorities.The conditions are stricter for countries outside the Schengen area.
Knowing the way the relevant authority thinks can be very useful when preparing the request and during the whole administrative process of admission. Deschenaux, Hornblower & Partners developed extensive ties and know-how to build residence permits requests in order to comply with authorities’ expectations.
II. Companies (branches)
Establishing a company in Switzerland requires choosing a canton in which the mother company intends to possess its branch.
Deschenaux, Hornblower & Partners guide its clients in the choice of the most appropriate place in Switzerland to settle the activity, keeping in mind that the goal of establishing a company in Switzerland is to open up new markets. The Swiss branch of a foreign activity is governed by Swiss laws including civil law, business law, contract law or tax law. It is a secondary company in respect to the mother company. As a consequence of being established in Switzerland, the company is registered and taxable in Switzerland and governed by Swiss accounting rules.
Establishing foreign companies in Switzerland requires a strong knowledge of the procedure. This knowledge can be brought by Deschenaux, Hornblower & Partners which is able to prepare all documents complying with conditions and expectations of Swiss Law.
Building Permitstop of page
The building permit is an administrative act which empowers the administration to verify that a construction project complies with the planning rules in force. It is generally required for all work great importance.
A building permit is required especially when the proposed work is on an existing building:
• have the effect of creating a floor or to hold more than 20 m² floor • or have the effect of creating a floor surface or hold in excess of 40 m² ground in urban areas covered by local development plan (PLU) or such document. However, between 20 and 40 square meters of floor area or footprint, a building permit is required when the extensions have the effect of increasing the total construction area beyond 170 sqm. • or have the effect of modifying the supporting structures or the facade of the building, where the work is accompanied by a change of destination (for example, conversion of commercial space in dwelling) • relate to a building or registered as historical monuments or lying in a conservation area.
With regard to new construction, they must be preceded by the issuance of a building permit, with the exception of buildings that are exempt from any formality and which must be subject to prior declaration.
I. Preparation of record
The form must be completed parts, the list is limited to the instructions listed on the application for a building permit.
II. Submission of the application
The application must be sent in four copies by registered letter with acknowledgment of receipt or filed for mayor of the municipality where the land is situated letter. Additional copies may be necessary if the work or facilities are located in a protected area (historic monument, site, nature reserve, national park...).
The mayor issues a receipt with a record number that mentions the starting point of the date on which work will start in the absence of opposition instructor service.
III. Time instruction
The period of instruction is usually:
• 2 months for an individual and / or its annexes home • or three months in other cases.
An excerpt from the application for a building permit must be displayed in a hall within 8 days after the filing and remains all the time investigating the case, that is to say during the least 2 or 3 months.
FINANCEMENT IMMOBILIERtop of page
Whether you want to build or renovate, Deschenaux, Hornblower & Partners is by your side in your projects, and analysis of your financing needs until their realization.
The dream becomes reality when planning a real estate purchase or looking for alternatives to an existing mortgage, the terms offered should not be the sole criterion for selection. It is appropriate to choose a solution that effectively covers the risks while allowing tax optimization.
The goals that you can achieve
An attractive financing
Based on a contribution of own funds at least 20%, our mortgages used to finance about 80% of the required amount. Obviously, other funding models - especially with higher collateral values - can be offered.
A budget without surprises
You can choose between a variable rate mortgage and a fixed rate mortgage, or can combine both.The solution at a fixed rate allows accurate budget planning through constant encumbrance.
Mortgage interest, as well as premiums under policies amortization are tax deductible. In addition, the mortgage debt is tax deductible, your wealth tax is thereby reduced.
4 special advantages of the offer
I. Analysis and advice:
Enjoy the know-how, experience and quality of our specialists.
II. Sufficient time:
You have enough time for repayment, the mortgage does not therefore encumber your budget.
III. Variants of depreciation:
Through a direct amortization, mortgage debt, but also its tax deductibility is reduced continuously. However, in an indirect damping through life insurance, mortgage debt remains constant, as the tax benefits associated with it. Depreciation is then by the pledge of a font.
IV. Tax benefits:
Credit and mortgage interest are tax deductible. It's the same - up to a maximum amount - for premiums paid under an insurance policy for indirect amortization.
Deschenaux, Hornblower & Partners offers you attractive solutions for financing your own home – tailored to fit your needs.
The mortgage for property owners who prefer to play safe by fixing their interest costs for the entire term.
The financing option for real-estate owners who need capital for building land, new builds and property conversions or renovations.
Forward Fix Mortgage
The financing solution that allows you to benefit from today's attractive interest rate environment by fixing your mortgage interest rates for a later period.
Flex Rollover Mortgage
The LIBOR mortgage for property owners who want to take full advantage of ongoing low or falling interest rates and can handle fluctuations and uncertainty.
The mortgage for real-estate owners who wish to benefit from market movements and can absorb the risks involved.
Start-Up Bonus Mortgage
The mortgage for first-time buyers who appreciate attractive start-up conditions as well as fixed interest costs when financing their own home.
Negotiationtop of page
Negotiation is the art of pushing his interlocutor to stop saying no.
In case of conflict with authorities and legal institutions, into a company, the goal of the negotiation is to find an acceptable solution for the both parties.
Negotiation is the research of an agreement focused on the interests of the both parties in a limited duration. This research of agreement implies the confrontation of contradictory interests on several matters. Each party intends to make them compatible by mutual concessions.
The negotiation that takes place in cooperative mode generally led to an agreement in which both parties consider themselves winners. However, if the negotiation takes place in competitive or distributive mode, the agreement may be unstable, and the parties may lose out.
The agreement resulting from negotiations will most often formalized by a contract, treaty, agreement, agreement, compromise, arrangement, a compromise or consensus.
Principled negotiation and contributory negotiation are two different practices.Principled negotiation is to focus on the common interests of parties in order to reach an agreement on the basis of objective criteria.While contributory negotiation appeals to the conscience of sustainable and qualitative relationship, the process of the contributory negotiation intends to the creation of a confident climate, passing by the recognition of the legitimacy of a variety of points of view, the identification of the practical aspects of an agreement to the definition of the implementing rules and sustainability of the agreement.
In order to negotiate with banks effectively requires knowledge of the language used by bankers, habits and mode of reasoning used in the banking environment. It also requires adequate support to prepare files and even to interact effectively with people working in banks.
With the authorities
To facilitate and optimize the negotiations with the authorities, there is a need for knowledge of industry practice in which authorities operate.
With labor unions
Negotiations can be facilitated by knowledge of the expectations and objectives of trade unions, as well as practice and negotiation methods used by them.
In case of conflict between partners
Deschenaux, Hornblower & Partners can intervene in the case of conflicts between the members of a company to provide comprehensive information on the legal status of partners, propose solutions aligned with the needs and wishes of the partners, and inform them of the consequences, advantages and shortcomings of adequate legal solutions to their situation.
In case of conflicts between the bodies of the company
Deschenaux, Hornblower & Partners may intervene in the case of conflicts between the members of a company to provide comprehensive information on the legal situation, and to propose solutions aligned with the needs and wishes of the partners, and inform them of the consequences, advantages and defects in adequate legal solutions to their situation.
Negotiation for debt management
Deschenaux, Hornblower & Partners can occur at any stage of debt management. We offer our services to restructure debt, staggering debts, arrange the terms of repayment of debt. Our services are used to protect against the debtor bankrupt, insofar as it is possible to avoid it. If bankruptcy is inevitable, Deschenaux, Hornblower & Partners can intervene to adjust the terms of the bankruptcy.
Debt recovery is a real area dominated by law, facts and strategy.
We determine the legal proceedings, conservatory or execution most suitable, if in relationship and collaboration with the judicial officer or the officer whose assistance is necessary.
If the efforts to negotiate a voluntary payment is preferred, procedural or processual acts are not despised.
We consider the legal tool, not as a mean to obtain a sentence, but as a way of actual recovery.
Finally, and to meet our ambition to be a true partner in your business, we will consider in our choice of treatment of your records, the specifics of your company, both strict legal (action before be different depending on the elements of which are your records), in order to meet your own contentious philosophy, and in perfect compliance and ethics.
We are aware, at the time of our intervention, to be custodians of your image, as we are at your disposal to consider in terms tailored to your records, the manner in which you want to see us intervene.
Mediation is an alternative form of resolution of conflicts. The solution may not be forced. Hence, the mediator has to operate in such a way that the solution would arise in a neutral and independent context from the mediator standpoint.
We are willing to conduct the mediation process
Deschenaux, Hornblower & Partners accompanies the parties in order to settle their dispute gently and softly.
Before starting the mediation, we are collecting the parties’ point of view on the situation , we advise them without being interested in one or the other position and then, we enter the discussion without leading one party or the other to think in a particular way.
Mediation is made for private or professional clients.
• Respect for people, their opinions and their positions, whether as the applicant or, where applicable, the personnel of the institution in question
• Facilitate finding amicable solutions to disputes.
• Careful Listening, available and attentive: the mediator makes listening a duty, taking into account the specific situation of each party.
• Impartiality in relation to the parties (applicant and institution with which the mediator operates) the mediator never moves from one side or the other.
• The principle of contradiction: the mediator will be sure that the parties had the opportunity to express their views and be aware of all the arguments and facts put forward by one and the other.
• Equity: beyond the applicable rule of law, it is to take into account the case-specific context.
• Transparency: the mediator has a duty information on its role, the process and the results of its activity. He has, in particular through its annual report made public, the report also includes recommendations or general areas for improvement.
• Confidentiality: the mediator and the parties are bound by confidentiality for personal data and information obtained during the investigation of the case.
We are developing a new form of alternative dispute resolution. This new form is Mediarbitration. This is a unique process that breaks down into two phases but which in all ways will result in a arbitration award. Mediation stage could be well conclude or not with a MoU, the result will be included in the drafting of the arbitration award.
You can consult our Arbitration and Mediation summaries !
Arbitration is an alternative mode of resolution of conflicts which consists in settling a dispute through a non-trial phase.
This specific procedure is particularly relevant if the parties want their problems to be solved fastly and dicsretly. Besides, no boundaries are existing since arbitration allows to deal with the problems at an international scale.
Deschenaux, Hornblower & Partners has developed for many years a recognized practice both in domestic arbitration and international practice.
Our team primarily assists French and foreign companies in connection with internal or international arbitration.
• Negotiation, validation and drafting arbitration clauses and arbitration agreements, validating the choice of arbitration rules or the rules of procedure specified in the ad hoc clauses.
• Preparation of the implementation of an arbitration agreement, with the terms of mediation or conciliation conventional, selection and implementation of the pre-litigation strategy.
• Control of the appointment and independence of arbitrators.
• Implementation of prior or parallel to the arbitral proceedings for interim measures (seizures) court of instruction (experts, observations) or assistance in the constitution of the arbitral tribunal measures.
• Identification and implementation of the overall litigation strategy in coordination with foreign advice in complex or multi-offs.
• Obtaining the civil law or common law evidence
• Preparation and drafting of documents in French, English, German, Spanish and communication in the context of arbitration, pleadings, participation of experts and witnesses.
• We are also here to help after the sentence has been pronounced to obtain its execution or reversal.
A patent is a title that is designed to protect a technical invention, which is in juridical words “a technical innovation envisaged as a technical solution to a technical problem”. A patent can also be granted for discoveries as well as business methods in some judicial systems. The title of industrial property permits you to impeach all third parties to use your invention.
All technologies are of course not patentable, and the invention must fulfill a certain number of conditions to be registered. Therefore, our firm proposes to assist you to determine the relevancy of a registration regarding the time and costs.
We afterwards help you in your registration applications at the national, European and international level.
We can also assist you beforehand and in particular to draft the contractual clauses regarding the property of the invention, for example in the employment contracts between your company and your employees.
If you need to have access to a third party’s technology so you can develop your own product, we accompany you in your negotiations with the company owning the patent in order to reach an agreement, for example thanks to a strategic alliance, a joint-venture or a license contract. This would allow you to exploit the patent for your own development.
Finally, if you realize that one of your competitors uses your patent and therefore takes unfair advantage of your work, do not hesitate to contact us. We will do everything we can to make this illegal exploitation stop and repair the damage done by this action.
A trademark is a sign that allows to identify your products or services and to distinguish them from those of your competitors. It is a crucial reference point for the consumers and from then on a central element in the current commercial strategies.
A trademark registration is an important moment in the life of a company. Our firm helps you in determining if it is relevant to register a trademark for your activity and if so assists you in filing the application at the national, European and international level.
We accompany you as well in the valuation of your trademark.We can so intervene a priori by drafting for you licensing and franchising agreements.The defense of your trademark is also an essential aspect.We can write your opposition claims against people trying to register a trademark that is similar to yours.Unfortunately, prevention is not always enough and a conflict can become unavoidable.In such cases, we assist you in the judicial process.
Far from the clichés, copyright laws are not reserved to the sole novelists! They indeed protect original works of authorship including literary, dramatic, musical, scientific and artistic works, such as poetry, novels, movies, songs, computer software, as well as architecture.
If protection is born as soon as the work is created and fixed in a tangible form that it is perceptible, and doesn’t require a registration to enter into effect, our firm can nevertheless help you in better knowing and protecting your rights.
We can indeed help you determining if your work is susceptible of protection and if so support you in valuating your works.
We have extensive experience in drawing up contracts regarding the transmission and devolution of rights related to the exploitation of a work according to copyright laws, this exploitation being at the national, European or international level.
We are able to defend your interests in case of unauthorized reproduction, diffusion or any other act; we can make these actions stop with compensation.
Also called neighboring rights by virtue of their proximity with copyright laws, they confer more or less the same protection and only exist in the European system. They differentiate regarding the scope of protection, which aims exclusively at protecting the rights of performers, phonogram producers and broadcasting organizations, such rights falling under copyright laws under common law systems.
By virtue of our experience, we can provide high end expertise in this field and especially regarding the drafting of contracts.
Indeed, we were involved in the drawing up of several kinds of contracts for large-scale movie production companies, among which commissioning agreements, transfer of right of use and adaptation, translation contracts, as well as diffusion and broadcasting conventions.
Moreover, we can take care of the financing phase of your project (see the dedicated section). We will connect you to our broad network of partners, who will be able to assist you along all the steps of the creation of your audiovisual works, from the script to the production followed by its distribution.
Finally, we offer you guidance in case of unauthorized use of your works and do our best efforts to hinder this situation.
The franchise agreement is a reiteration of a business success.
For franchise, the franchiser has firstly found success with a concept, with a special marketing method and it has developed itself. Then, the franchiser transferred to an independent third party, the franchisee, the know-how and the final rallying signs (including trademark or the sign). The franchiser also agrees to provide a technical and commercial assistance for the entire duration of the contract.
A franchiser is an initiator of a franchising network consisting of the franchisor and franchisees where he or she has for vocation to ensure sustainability.
We operate in drafting the necessary documents for the establishment of a franchise contracts through the bible of expertise. We also analyze the upstream of possibility of establishing a franchising program for a given business concept.
It is necessary that the holder of a right on trademarked protect their trademarked because it protects themselves when they want to transmit it to a physical or legal person, without thereby transferring the property. It is made in order to organize the use of the trademark in question.
In addition, it is necessary to regulate the use of the mark by the Licensee in a precise manner in order to avoid a poor image or reputation.
License essentially concerns the use of intellectual property rights or know-how.
Our expertise in the areas of law, intellectual and industrial property rights, as well as of competition law, are being applied for the drafting of a license agreement.
An adaptation is a film based on a preexisting work such as a book, a video game, a TV show, or even a cartoon. Even if common, this exercise is often tricky and not only at the realization level !
Indeed, the adaptation of a preexisting work presupposes the acquisition of the corresponding rights. Yet, this can be a very labyrinthic process. You must first determine if the preexisting work is no longer copyrighted. Failing that, you must seek for the author or authors if several or right holders and obtain their permission to use the work.
Then, you must draft the contract of transfer of rights. The latter is indeed a complex agreement according to the extent of the adaptation, its destination (theaters, movie, TV show and so on), and the public targeted. Moreover, the contract can be draught exclusively or not. Last but not least, you will have to negotiate the maneuver room of the director regarding the original work, especially in civil law countries where moral rights are of high influence and can make the exploitation of a movie stopped if the original author feels betrayed by the adaptation.
Lastly, for some adaptations, a whole licensing program can be foreseen, which allows the realization of prequels, sequels and spin-offs inspired by the original work, its universe and characters. It is often the case nowadays for the comics.
You then have to secure the possible right of exploitation for the merchandising which can prove a fructuous business if the movie meets a great success.
Deschenaux, Hornblower & Partners already had the chance to draft transfer of rights agreements for the movie adaptation of preexisting literature works and stays at your entire disposal for all help that is deemed necessary.
The co-production contract is an agreement which shall validate the decision of cooperation in the production, manufacture and operation of an audiovisual work or film producers between partners, co-producers.There are various ways to join the production of an audiovisual work or film. It could be just a financial alliance partner merely to invest funds on the project of a creative producer but without large financial resources, the importance of this producer is to reach recovering its investment as soon as possible.
It may also be a cooperation which the producer waits for its partner, co-executive producer, which the benefits is considered as an allocation shares of co-production (the right on revenue from the film exploitation, and / or share of ownership in the film). However, the co-production agreements usually reflect a real partnership, a combination of additional skills.
Actor, stage performer, joker teller, actor interpreting a role, plays a character, reflects an action and implements a text, a scenario, a theme. Under the guidance of director, to make her role more credible to the viewer, he or she uses all the vocal techniques, gestures, body and breathe. If he or she make a good job, their remuneration could be reach before the coming of their name making, where the particular care must be taken in drafting the engagement of performer’s contracts.
The remuneration mentioned must separate from the operating modes planned: the remuneration for the right transferring, has to distingue from the artistic performance.
A specific contract will be completed for each performer in order to clarify the assigned role, the name of the director of the film (with the shooting dates). For this contract, the artist provides the producer the right to record or reproduce his performance by any means, for commercial or promotional purposes.
Finally, this contract is different when the diffusion is done in movies or on television. You can contact us, without hesitation to establish these contracts.
There are many businesses which revolve around an audiovisual production and which give life to it without racing any the performer status. Components, costume, hair, makeup, sound and light technical, cameraman, boom operator, manager, doubler, stunt. Their commitments are relevant to the work making which is made in a contract.
Hiring technicians (and the director) is validated before the shooting by a letter for a fixed-term contract.
This document must specify the function of the technician, the length of employment and gross lump sum.
Our firm assists you in setting up such contracts in your project.
The shooting authorization is a precious document which is often overlooked in the preparation for the production of an audiovisual work while the entire project is likely to fall down if it is not obtained. Indeed, all natural decoration is part of a private property or in public domain. In the first case, the owner must be aware of the shooting and provide you with an authorization. In the second case, the competent authorities shall provide for the presence at your shooting and ensure that it takes place in conditions of safety for other road users, where there is a system of prior authorization.
Additionally, some buildings facades and exteriors are subject to copy right and requires the payment of royalties if they are caught.
It is important to be informed all the necessary elements before engaging. Moreover, the import of film equipment may also be subject to authorization and fees in some countries. To prepare your location upstream, do not hesitate to contact us, we will assist in these efforts.
The context of negotiations is essential as it is necessary to understand that the cinema and the television form an industry, the artistic aspect of the projects is far from being the only concern of future co-contractors and the margin of manoeuvre of the party is limited in view of the economic interests. Moreover, the promises are often given orally, especially in the United States; however, the word seems to be a weak guarantee in view of the power games in question. Similarly, the European framework contracts are not easy to master without the adequate legal assistance. In addition, the costums are not accessible at first sight.
It will be thus necessary to formalize the involvement of the other party in writing. These precisions are all the more essential because the contracting parties will be bound for the entire possible duration of the exploitation of the movie, which can extend up to 70 years after the death of the authors of the movie (following the legal duration of French Law) and to perpetuity in Common Law. It is primordial that there is no misunderstanding or unsaid.
Our firm accompanies you in the negotiation and drafting of your contracts regarding audiovisual production. We work closely with an American production company are we are familiar with this environment in particular. We also assist you in your relations with the guilds or collective societies representing copyright holders for better protect your rights. Finally, we help you with your grant applications at a national, European and international levels.
DJ World Awards
Corporate Matter Funds
Swiss Eye Clinic
Hornblower Deschenaux Financial Corporation
Jung & Redemann
Mont-Blanc Palaces (chain)
Sun Center Studios
Swiss Investment House
History of DESCHENAUX, HORNBLOWER & PARTNERStop of page
Our founder, Marc René François Deschenaux, began his professional career as a software developer writing trading applications for commodities and securities. He wrote a small software on a PET Commodore computer connected to a Reuters device. This software was called “Autoarbitrage” and continuously scanned various securities and commodities prices to identify profitable arbitrage opportunities. At a time when computerized trading was essentially unheard of, the program provided a huge advantage in terms of trade identification. The program was capable of helping its user identify a profitable trade up to 105 minutes before conventional traders could reach the same conclusion.
After being promoted from being a software developer to trader trainee, Mr. Deschenaux rose through the trading ranks at breakneck speed. In the 1980s, the promotion of traders was based entirely on merit. The traders who made the most money automatically became team leaders.Because of the program he had devised, Mr. Deschenaux became a successful broker at 19, a successful trader at 20, and head of trading at 22. His meteoric rise was too much to take for the old-school senior traders, who regarded Mr. Deschenaux as merely a computer whiz.
As a result of this dissension in the ranks, Mr. Deschenaux was transferred to the “Special Operations Department” where all kinds of complex transactions took place from correcting a mishandled trade to handling countertrading transactions.
Mr. Deschenaux began studying law in 1987 at the University of Geneva. He quickly realized however that the University did not offer the training he sought to become a business lawyer. The program’s focus was in public and constitutional law and catered to the needs of aspiring barristers. Instead of continuing at the University of Geneva, he began his studies in England, also taking advantage of various distance learning opportunities at universities in the United States and United Kingdom.
When he founded CD World in 1995, Mr. Deschenaux understood that his group needed a legal department. While it was not named “Deschenaux & Partners” at that time, these lawyers, namely Mr. Philippe Gobet, esquire, today a lawyer at the Geneva bar, Mr. Guzman Fernandez, esquire, formerly a lawyer at the Geneva bar, Mr. Thierry Luc, formerly a lawyer in Belgium, and Mr. Alexandre Gnatowski-Swirski, a legal advisor, were the first legal team part of the Deschenaux group pf companies, which included at that time CD World, Radio World, Publishing World, Finexco – Financial Expertise Corporation and WIPSEC - World Intellectual Property Securities Exchange Corporation. This team operated from 1995 to 2000.
In February 2000, after leaving CD World to create Investraders, Marc Deschenaux recreated a legal team, rehiring Mr. Thierry Luc and adding to the internal team Mr. Robert Wexler, a U.S. tax attorney. As an external team, Mr. Deschenaux hired Schwab, Flaherty & Associés, a Geneva law firm that was the advisor to the OAR-G, a financial industry self-regulatory organization (SRO), which was at that time controlled by the Federal Banking Commission, and today by FINMA.
In 2005, Marc Deschenaux opened a private non-bar law firm, first named “Marc Deschenaux – Non-Bar Law Firm” and later named “Marc Deschenaux & Associés – Non-Bar Law Firm,” which was the predecessor in law to Deschenaux & Partners. It had offices at Rue Sigismond Thalberg, 2, one floor above the former Investraders. He was acting as a legal advisor for various clients, including Biomind, Air Industries, Rosetel and many others.
During the same period, Marc Deschenaux sought to join Schwab, Flaherty & Associés. It was agreed with their founding partner, Mr. Alexandre Schwab, esquire, that Marc Deschenaux’s foreign qualifications were not sufficient to join the law firm despite more than 20 years’ experience in contracts and corporate laws. He was required obtain Swiss law diplomas in order to qualify as an employee of the Schwab, Flaherty & Associés law firm.
So Marc Deschenaux passed the Bachelor of Laws Degree at the University of Geneva in 2008. Upon his graduation, Marc Deschenaux joined Schwab, Flaherty & Associés law firm directly with an “of counsel” status due to his long business and financial law experience. Despite his hiring, Marc Deschenaux continued his law studies and received the Certificate of Transnational Law in 2009 and the Master of Laws in Economy in 2010, while maintaining his activity as a legal advisor at Schwab, Flaherty & Associés. In May 2010, Marc Deschenaux left Schwab, Flaherty & Associés to dissociate his growing financial activity from this law firm.
Marc Deschenaux established, shared offices and collaborated with Mr. Claude Haegi, who had been Mayor of Geneva and President of the State Council of Geneva at Rue de l’Arquebuse, 12. In the summer 2009 he hired Ms. Danusha Harshanee Silva, Ms. Sarah Asper and other law faculty colleagues and built the foundations of the current firm.
Ms. Olga Bozek joined the firm early 2011 as an intern and quickly became partner. In august 2012, shortly after her wedding, she left.
In January 2012, Marc Deschenaux teamed up with Zeina Wakim, esquire, a Geneva attorney and U.K. solicitor and moved the firm to Rue du Rhône 86, in the MIF multifamily offices run by the Wakim family. He hired Ms. Inna Kempf, Ms. Nadia Pascal and later, Mr. Gael Collin.
In January 2013, Deschenaux & Partners had grown too large and moved to Rue de Lausanne, 42.
In 2013, Michael Horner, an engineer and analyst joined the firm as a partner. He is currently in charge of the strategy of the firm.
In September 2014, now settled in new offices located in Geneva, Rue Rothschild 50, Marc Deschenaux teamed up with two young partners, Luke Hornblower and Julien Machuca.
Luke Hornblower, a U.S. lawyer, is a member of the Bar in New York and New Jersey. He received his legal education in the United States, beginning with a Juris Doctor, followed by a Master of Laws in Securities and Financial Regulation. He is fluent in French and Russian.
As a French citizen, Julien Machuca benefited of a legal and economic education in France. He began with a Bachelor of Laws, followed by a Master of Laws in Private Law and of a Master of Notarial Law. He is fluent in English and Spanish.
In January 2015, Frédéric Gross joined the team which is now made up of five partners. DH&P recruited Mr. Gross from Swiss Investment House, Inc. (SIH) to add financial and analytical expertise of the team and advise clients at the pre-IPO and IPO stages of financing.
In parallel, SIH remains active for the distribution of private offerings.
General Terms of Intervention
Article 1 - Generalitiestop of page
We are international financial jurists and NOT attorneys-at-law. We do not deal with disputes. We deal exclusively extra-judicial cases, these that allow you to realize your projects and achieve your goals. It also means that we are concerned with business which does not involve legal representation in front of courts of law.
We are NOT attorneys-at-law, but we operate with dignity, consciousness, independence, integrity and humanity. We adhere to all the requirements of care and diligence.
Our General Terms of Intervention also apply when we render our services pro bono.
Article 2 – Risks
We are NOT attorneys-at-law and are therefore may not represent you in court. In addition, certain actions may require the intervention of a bar lawyer or barrister and therefore additional cost to you.
We are NOT attorneys-at-law and as such are not specialized in litigation. We are not familiar with the customs and practices of judges. Our understanding in this area is therefore not that of a bar lawyer or barrister.
We are NOT attorneys-at-law and are therefore not subject to professional secrecy protection law. This does not mean that secrecy is excluded from our relationship, quite the contrary. Our relationships are based on mutual trust and confidentiality of the information you entrust to us. We can translate our commitments regarding confidentiality into a specific agreement if you wish.
We are NOT attorneys-at-law and are therefore not subject to the code of professional ethics that applies to attorneys-at-law. We conduct our business with professionalism, reliability and total discretion. Our success is to help you achieve your projects. Honor, loyalty, selflessness, delicacy, moderation and civility are among our special values.
We are NOT attorneys-at-law and therefore the restrictions of activity arising from this status do not bind us. We can thus perform all brokerage transactions.
We are NOT attorneys-at-law and are therefore not subject to the tariff rates of the Order. This freedom allows us to take into account the service requested and your personal situation. Our goal is to provide you with a result and not earn fees
Article 3 - Benefits
Not being an attorney-at-law carries several implications.
We are not here to cure but to prevent: we support you throughout your project. Ending with a dispute and litigation is already a failure for us
Our expertise is not limited to the legal field. Because the law is not enough for a successful project, we have developed different areas of excellence, always with the idea to help you in your projects.
We are advocates of conciliation and mediation, ie we believe in the power of dialogue to find a solution to a crisis without having to go through the painful and expensive step that of a legal dispute.We therefore favor the alternative method of dispute resolution- without completely excluding the risk of legal disputes
Article 4 - Expertise
We offer our services throughout the life of your company
Our contracts are written in a universal way so that they are equally relevant to the national and international level
We help you raise funds for your business and prepare and follow your public or private offering memoranda within the rules of the art. We help you preserve your capital and advise you on investments that seem most appropriate in view of your situation
We manage the paperwork related to your project
We are specialized in mergers and acquisitions of companies
We can manage your company on your behalf
We protect your intangible heritage and help you protect it. Thus, we manage your intellectual property rights and will take care of your claims filing or registrations of patent, trademark, copyright and neighbourhood rights.
Article 5 - Hourly Rates
Generally, we calculate our rates in accordance with the billing rates for lawyers, assistants and paralegals who do the work. In some cases it may be appropriate to consider external factors such as the complexity of the work, the intensity of our involvement, the renunciation of other opportunities to meet your requirements and the nature of the results we have achieved. We base billing rates for staff based on their experience, training level of professionalism. Currently, our hourly rates for lawyers are between CHF 250 -. and CHF 400 -. Our hourly rates for assistants and paralegals are between CHF 120.-. and CHF 180.-. We update our rates annually with new rate becoming applicable from January 1st of each year
Article 6 - Package Deals
Package deals are available on request. Any act not included in the package is subject to the hourly rate.
Article 7 - Reservation of Intellectual Property Rights
With the exception of model contracts, ownership of the documents prepared and submitted by Deschenaux, Hornblower & Partners remains the property of DESCHENAUX & ASSOCIATES
The place of jurisdiction is Geneva, Switzerland
The applicable law is Swiss law