Since the law of December 9, 2016 relating to the fight against corruption and the law of March 27, 2017 relating to the duty of vigilance, the firm Grenier Avocats has equipped itself with a packaged offer to support public and private entities present in France. and internationally in the identification and prevention of the ethical and vigilance risks with which they are confronted within the framework of their activity.

As such, the experience accumulated by our firm over the past five years has enabled us to develop and deploy a clear and precise methodology allowing us, in particular, to carry out compliance audits of our clients, the entities that are linked, targets in which they are considering external growth operations, their business partners, or even structures in the development of which they wish to get involved, by participating, for example, in sponsorship operations or of sponsorship.

While our compliance audits are of course always adapted to the particular configuration of the entity to be analyzed, to the specific context in which you request us, as well as to the nature of the legal transaction you are considering, our experience has However, we realized that it was also necessary to respect a certain number of key stages. We invite you to discover them below, taking as an example that of a target company audit carried out in the specific context of a merger-acquisition.

1. Analysis of the ecosystem of the audited entity

To begin, we will seek to better understand the economic, political, social and cultural context in which the entity to be analyzed operates, based in particular on information available in open sources and general information that you may have communicated to us. when you joined our firm.

2. Development of a compliance questionnaire and appropriate declarations of interest

This first step will then allow us to draw up several key documents, which we will send to the target, and which must be returned to us as soon as possible so that we can continue our analysis.

As regards, first of all, the compliance questionnaire, which will list them, classifying them by heading (code of conduct, internal alert mechanism, risk mapping, third-party assessment procedure, accounting procedures, training of the staff, disciplinary system, etc.), all requests for information and social documents that our firm has identified as being relevant to the operation you are planning.

This questionnaire will also include a certain number of questions relating, in a non-exhaustive manner, to the target, its shareholders, its final beneficiaries, its managers, its related entities, its main business relationships, its financial results, the markets in which it participates, the certifications and accreditations it has, the specific regulations to which it is subject, the existence or not of a compliance system already in force within it, and its possible involvement in any scandal of an ethical, reputational, or legal nature.

With regard, then, to the ” target company” declaration of interests, the purpose of this is to identify, upstream, all the situations of conflicts of interest impacting the audited entity, and to inform you about the level of prevention of compliance risks within it, in order to identify any risky situations likely, if the operation is carried out, to affect your independence and your integrity.

Finally, with regard to the declarations of interest ” executives of the target company” – which are only intended for the executives who will remain in place at the end of the external growth operation – these aim to collect, once the firm offer to buy back the shares of the assignors has been issued by the client, a certain amount of information concerning them, including, in particular, the previous positions and mandates possibly held in entities belonging to you or related to you, the shares that they may hold therein, any conflicts of interest , the links of these managers with public administrations, as well as their possible participation in facts likely to lead to an offense.

3. Ethical checks using open sources and the data room

Ethical verifications naturally represent one of the most important moments of the compliance audit, since it is on this occasion that our firm will, on the one hand, engage in the meticulous analysis of information of a ethical and reputational information available in open sources on the target and the natural or legal persons linked to it (from, in particular, search engines, legal databases and lists of international sanctions); and, on the other hand, to examine all the information and documents that the target has communicated to us (via a data room set up by our firm) to respond to our requests included in the compliance questionnaire and declarations of interest returned to the previous step.

4. Hearing of the managers of the audited entity

This hearing, which generally takes place at the end of the audit, allows our firm to obtain the latest information necessary for the preparation of our report and to clarify any gray areas likely to surround both the planned operation everything concerning the audited entity and its environment.

5. Preparation of the compliance audit report

Once all of these checks and hearings have been completed, our firm will prepare its compliance audit report. The deliverable that we will give you will include, in particular, the report – both detailed and summarized – of all the research and analysis work that we will have carried out, and will develop, if there are any, the main ethical risks that we have identified. Naturally, our report will be accompanied, for each point of vigilance noted, by personalized recommendations which will be intended for you.

Thanks to this audit, you will therefore have better visibility of the economic and legal impact that a possible acquisition of the target could have on you and you will thus be better able to anticipate the costs that could be made necessary for the compliance of the target and its integration into your own compliance procedures.

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AARPI Grenier Avocats
18 rue de l’Arcade
75008 Paris – France
Switchboard : + 33 1 86 95 15 90
Fax : + 33 1 86 95 37 60