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Management incentive program

Our practice in MIPs is based on our cross-disciplinary approach and our comprehensive expertise in financial and legal matters, combined with an in-depth understanding of the tax implications of LBO transactions.

DISCOVER OUR APPROACH

PRIMARY LBO

  • PREPARE
    ● Structure incentive mechanisms
    ● Identify key individuals involved in the MIP and investment
    ● Calibrate management’s investment
    ● Structure the exit bonus and its alignment with the investment
    ● Financial modeling of the primary LBO and MIP
    ● Provide legal and tax structuring for the MIP
    ● Draft governance and shareholders’ agreement term sheets
  • NEGOTIATE
    ● The financial management incentive program
    ● The governance term sheet and shareholders’ agreement
  • EXECUTE
    ● Presentations to managers / Q&A sessions
    ● Logistical support for managers in executing their investment
    ● Drafting and reviewing final documentation
    ● Completion of the transaction and subsequent administrative tasks
  • BUILD-UP
    a. Financing modalities: debt, quasi-equity, equity
    b. Financial modeling of dilutive impacts
    c. Integration of target company managers into the management incentive program (proportion, quantum, local considerations, adjustments, etc.)
    d. Presentations to target company managers / Q&A sessions
    e. Logistical support for target company managers to execute their reinvestment
  • REFINANCING
    a. Financial modeling of dilutive/anti-dilutive impacts
    b. Tax impact analysis
    c. Analysis of liability issues for corporate officers
  • LEAVERS / NEW JOINERS
    a. Valuation considerations
    b. Presentations / Q&A sessions for new joiners
    c. Logistical support for new managers in executing their investment
    d. Analysis of leaver conditions: financial and legal considerations
    e. Implementation of agreements: documentation, financial flows, etc.
  • MIP RENEGOTIATION
    a. Financial modeling of the transaction and the MIP based on the new business plan
    b. Negotiation of the revised financial MIP
    c. Tax analysis of restructuring impacts
    d. Legal implementation of negotiated adjustments
  • EXIT
    a. Analysis of tax risks related to the existing MIP
    b. Review of exit conditions outlined in the existing shareholders' agreement
    c. Financial modeling of the exit waterfall
    d. Review and negotiation of the shares purchase agreement and any warranty agreement
    e. Optimization of cash-out
  • IPO
    a. Unwinding of the existing MIP
    b. Liquidity and lock-up commitments
    c. Post-IPO governance
    d. Post-IPO incentive plans
  • TRADE SALE TO A CORPORATE BUYER
    a. Post-sale incentive to an industrial player
    b. Negotiation of adjustments to corporate bylaws / non-compete clauses
  • CONTINUATION FUND

    PREPARE

    • Financial modeling of the exit waterfall
    • Legal audit of exit conditions
    • Tax risk analysis of the existing MIP
    • Calibration of management reinvestment and cash-out
    • Consideration of cash-out optimization options
    • Financial modeling of the new transaction and new MIP
    • Legal and tax structuring of the new MIP
    • Drafting of governance and shareholders’ agreement term sheets

    NEGOTIATE

    • Negotiations of the financial management incentive program
    • Negotiations of term sheets

    EXECUTE

    • Presentations to managers / Q&A sessions
    • Review and implementation of tax optimization options for cash-out
    • Logistical support for managers in executing their reinvestment and cash-out
    • Review of final documentation
    • Completion of the transaction and subsequent administrative tasks

SECONDARY LBO

SECONDARY LBO

  • PREPARE
    ● Financial modeling of the exit waterfall
    ● Legal audit of exit conditions
    ● Tax risk analysis of the existing MIP
    ● Calibration of management reinvestment and cash-out
    ● Consideration of options for optimizing cash-out
    ● Financial modeling of the secondary LBO and the new MIP
    ● Legal and tax structuring of the new MIP
    ● Drafting of governance and shareholders’ agreement term sheets
  • NEGOTIATE
    ● The financial management incentive program
    ● The governance term sheet and shareholders’ agreement
  • EXECUTE
    ● Review and implementation of tax optimization options for cash-out
    ● Presentations to managers / Q&A sessions [note CL: à rajouter en FR dans la version FR si non présent]
    ● Logistical support for managers in executing their reinvestment and cash-out
    ● Drafting and reviewing final documentation
    ● Completion of the transaction and subsequent administrative tasks
  • BUILD-UP
    a. Financing modalities: debt, quasi-equity, equity
    b. Financial modeling of dilutive impacts
    c. Integration of target company managers into the management incentive program (proportion, quantum, local considerations, adjustments, etc.)
    d. Presentations to target company managers / Q&A sessions
    e. Logistical support for target company managers to execute their reinvestment
  • REFINANCING
    a. Financial modeling of dilutive/anti-dilutive impacts
    b. Tax impact analysis
    c. Analysis of liability considerations for corporate officers
  • LEAVERS/NEW JOINERS
    a. Valuation considerations
    b. Presentations / Q&A sessions for new joiners
    c. Logistical support for new managers in executing their investment
    d. Analysis of leaver conditions: financial and legal considerations
    e. Implementation of agreements: documentation, financial flows, etc.
  • MIP RENEGOTIATION
    a. Financial modeling the transaction and management incentive program based on the new business plan
    b. Negotiation of the revised financial management incentive program
    c. Tax analysis of restructuring impacts
    d. Legal implementation of negotiated adjustments
  • EXIT
    a. Analysis of tax risks related to the existing MIP
    b. Review of exit conditions outlined in the existing shareholders' agreement
    c. Financial modeling of the exit waterfall
    d. Review and negotiation of the shares purchase agreement and any warranty agreement
    e. Optimization of cash-out
  • IPO
    a. Unwinding of the existing MIP b. Liquidity and lock-up commitments c. Post-IPO governance d. Post-IPO incentive plans
  • TRADE SALE TO A CORPORATE BUYER
    a. Post-sale incentive plans for management
    b. Negotiation of amendments to corporate bylaws / non-compete clauses
  • CONTINUATION FUND
    PREPARE:
    ● Financial modeling of the exit waterfall
    ● Legal audit of exit conditions
    ● Tax risk analysis of the existing MIP
    ● Calibration of management reinvestment and cash-out
    ● Consideration of cash-out optimization options
    ● Financial modeling of the new transaction and the new MIP
    ● Legal and tax structuring of the new MIP
    ● Drafting of governance and shareholders’ agreement term sheets

    NEGOTIATE:
    ● Negotiation of the financial management incentive program
    ● Negotiation of term sheets

    EXECUTE:
    ● Presentations to managers / Q&A sessions
    ● Review and implementation of tax optimization options for cash-out
    ● Logistical support for managers in executing their reinvestment and cash-out
    ● Review of final documentation
    ● Completion of the transaction and subsequent administrative tasks

TERTIARY LBO

OTHER AREAS OF EXPERTISE

Diagramme interactif

COMPANY

Venture / Growth
Restructuring
Incentive côté / corporate
Arrival / departure
of an executive.
Other situations
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M&A / BUILD UP