Scotto Partners

The firm: Scotto Partners is an independent corporate boutique firm founded in the late 1990’s. In 2010, the firm was reshaped in order to focus on its core businesses: corporate, tax and employment law (transaction as well as litigation assistance) dedicated to top executives, managers and family business owners. It now comprises 7 partners, among a total number of 30 lawyers.

Initially focused on private equity transactions (assisting management) with a very well-known team headed by Lionel Scotto le Massese, the firm developed its corporate practice into the fields of public and private M&A. The firm also developed a strong tax practice for private and corporate clients.

Our practice’s peculiarity and excellence come from:

• a synthesis between a leading private equity practice and a public/private M&A practice which allows us to cover a broad range of corporate transactions (M&A, LBO, venture, PIPE, P to P, IPO, etc.);
• a fully-embedded first-class tax team (with five experienced tax lawyers headed by Jérôme Commerçon  and Emilie Renaud covering both corporate and personal tax) and a very dynamic employment team; and
• a particular focus on private clients, in particular family groups and top management of listed and non-listed groups, which is unique on the French market.

Areas of practice
Private equity/management packages: Our private equity team has a unique track record in Paris.

In addition, it is the only team on the Paris market that can deal with all legal and tax issues of LBO transactions for the managers (and in particular a large group of managers). In this respect, the private equity team often works with the corporate team, the tax team and the employment team to cover issues in connection with, for example, employee shareholdings (FCPE), IPOs (as an exit for LBO), or tax issues which are crucial for this kind of transactions.

Finally, our private equity team is well-known for understanding and mastering the financial issues in connection with management packages (including modeling the MEP).

Recent deals include mid-market deals as well as the majority of the largest cross-border transactions of the last three years in France and abroad (Belgium, Germany, Italy, Switzerland), notably Gerflor, Armacell, International Cookware, Indigo, Comexposium, EFront, Proxiserve, Loch Lomond, Scalian and T&S.

Corporate tax, wealth and estate tax planning: Headed by Jérôme Commerçon and Emilie Renaud, our tax team has a strong track record and is particularly renowned for handling complex tax matters.

Our tax team assists our clients on our corporate transactions (involving highly complex tax and corporate structure and issues) and has built over the years a particular expertise on tax issues relating to private equity transactions, corporate restructurings and management packages; our tax team has also developed its own practice, in particular in the field of complex tax litigation where it is particularly renowned.

Our tax team also has a strong private client practice encompassing the assistance of French and international family groups, family businesses – listed or not – and high-net-worth individuals, living in France or abroad. More particularly, we assist our clients and their families on the tax structuring of their financial and private equity investments, real estate investments and estate planning. We deal with every tax and legal matter on a French and international basis such as income tax, wealth tax, estate tax, civil law, family and corporate governance.

M&A and capital markets: The corporate team advises clients on a broad range of high-profile corporate and public or private M&A transactions, including in a ‘distressed’ context (mandate ad hoc, conciliation). It stands out for its keen understanding of complex acquisition schemes and financial aspects of such M&A transactions.

The team has strong expertise in advising listed companies and their management in connection with debt or equity capital market transactions in particular, IPOs as exit for LBOs (eg Elior, Elis and Spie). It has an excellent reputation in setting up incentive packages for management teams of listed groups. It further regularly advises CEOs in connection with their departure from listed companies.

The corporate practice also has a strong focus on family groups and investors.

Employment, pensions and benefits: Our employment team has developed strong technical skills in all HR issues related to LBO, IPO and more generally any corporate transactions.

With respect to managers, our expertise includes: (i) negotiation of corporate officer status (under LBO or not) and termination packages, (ii) implementation of complementary remuneration packages and benefits (free shares plans, defered salary/LTI plans, expatriation packages, pension schemes).

We also assist companies in their collective relationships with trade unions and staff representatives in particular in order to implement restructuring/ downsizing plans or more generally any consultative procedures in the course of a change of majority ownership (under LBO).

More generally, our team advises clients on all French day-to-day HR aspects. We also assist them before French employment courts in litigation matters, and with respect to administrative steps and issues with the French administrations.