Background and objectives mission
The Group we worked for has reorganized part of its legal structure. The Group has separated its "managed companies" and "family office" activities, and aligned the governance of the Executive Board with that of the "managed companies". This led to the creation of two new holding companies, one of which contributed the shares of 12 companies and the other 49. In order to validate these share contributions, the French Commercial Code requires the involvement of a contribution auditor. The aim was to secure the transaction by validating the relevance of the valuation methods used, in accordance with the provisions of the French Commercial Code and the professional standards of the CNCC. This ensures the reliability of financial information and protects the interests of stakeholders.
approach adopted
The approach was based on a structured process, comprising three main stages. It began with an exhaustive collection of legal and accounting documentation (articles of association, contribution deeds, company accounts, proof of ownership, shareholders' agreements). An in-depth analysis was then carried out, aimed at checking the consistency and completeness of the information, verifying that the shares were actually held, and critically examining the valuations carried out by the appointed expert. Monitoring and traceability tools (control tables, summary files) were used to ensure the quality of due diligence. Finally, a detailed report was drawn up, summarizing the work carried out, the conclusions reached and any reservations expressed, before being filed with the Registrar's Office in accordance with legal requirements.
Benefits obtained
- The mission confirmed that the valuations adopted were based on objective and relevant factors in view of the nature of the securities contributed and the context of the transaction.
- The report validated the fairness of the values assigned, incorporating certain adjustments necessary to accurately reflect the economic and legal reality .
- The intervention secured the operation from a legal, tax and capital standpoint, limiting the risk of subsequent disputes or reassessments.
- It reinforces the transparency and reliability of information communicated to associates and third parties.
