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:

• 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.);
• 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 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 that 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).

Our recent deals include the majority of the large domestic and cross-border transactions of the last three years in France as well as significant deals abroad (Netherlands, Belgium, Germany, Italy), notably Siaci Saint Honoré, Cooper Vemedia, Gerflor, Armacell, Adista, Babcock Wanson, Eidosmedia and the two carve out of Solvay : Verdant Specialty Solutions (ex-Solvay Amphoteric Division) and Kandelium (ex-Solvay division).

Corporate tax, wealth and estate tax planning: Headed by Jérôme Commerçon and Emilie Renaud, our Tax team is highly regarded. It 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 complex tax litigation.

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 matters on a French and international basis such as income tax, wealth tax, estate tax, civil law, family and corporate governance.

The team has a strong experience in these fields and a well-known and highly-recognized reputation and know-how for French and crossborder situations. Our unique position offers our clients a very responsive and high-level assistance. Since Jérôme Commerçon and his team joined our firm in 2015, they have handled numerous highly confidential matters for private clients and were in particular involved recently in the following highly regarded Capital Market and Private Equity transactions.

M&A and capital markets: Headed by Coralie Oger, who joined the firm in May 2021 after 12 years spent with FTPA, our M&A team assists our clients in a large range of sophisticated corporate transactions involving listed and non-listed companies.

We have a strong reputation and experience in transactions involving the acquisition or disposal of securities or assets. We support our clients, French or international, on internal restructuring operations (merger / disposal / partial contribution of assets and any operation on the capital), on the implementation of agreements between shareholders (shareholders’ agreement) in particular for family groups or even on OBO / MBO.

We have a leading practice in matters of corporate governance, remuneration and the liability of executives of listed and unlisted companies. Finally, for listed companies, we assist in majority investments within the framework of public offerings and in particular delisting operations (public to private) or minority investments (private investment in public equity).

We understand each deal in its entirety, we analyze – as early as possible – the strategic and financial issues of the proposed transaction in order to understand and refine a global strategy: legal, fiscal and financial. We then define – always in support of our clients – the main objectives to be achieved and the axes of the negotiations to be carried out.

Employment, pensions and benefits: Our employment law practice is particularly recognized for advising its clients on all aspects of corporate employment law matters, including dealing with information and consultation process of the staff representatives, negotiating tailor-made corporate officer status (under LBO or not) or termination package but also managers complementary remuneration packages (free shares plans, differed salary/LTI plans, expatriation packages, top-hat pension schemes).

The team also advises its clients in their administrative steps and issues with the French administrations (more particularly with the URSSAF and the unemployment funds, either public “Pôle-Emploi” or private “GSC”).

On top of their large expertise in the labour aspects of private equity transactions Bertrand and Alban build on their recognized capabilities in handling restructuring plans / collective dismissal (including preparation and negotiation of social plans, monitoring negotiations with employee and union representatives and with governmental labour authorities) and resolution of related disputes before all jurisdictions and advising clients in a pragmatic way on optimizing their organisation post downsizing.

They have further developed a strong practical experience dealing with critical situations such as strike or lockout. Our assistance extends to representing our clients before civil, administrative and criminal jurisdictions.

In all events, the employment team focuses on finding concrete and inventive solutions taking into account the clients’ practical needs, culture and business sector, in accordance with their tight time constraints. In order to respond to the demands of our clients, being based in France or abroad, the department has a strong international experience and is able to swiftly combine cross-border multi practices and jurisdictional skills thanks to a very efficient international network of “Best Friends” law firms.