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Structuring and Corporate Life

Transfer of a business line to a subsidiary by implementation of a partial contribution of assets

Our team has assisted a listed company in the carve-out of a business line through a partial contribution of assets governed by the French corporate demerger rules. This transaction allowed improved visibility and enabled the development of the transferred business line.


A partial contribution of assets requires significant preparatory works to identify the appropriate scope and operational consequences of the transfer, confirm potential third-party approvals to be obtained, analyze potential issues related to the transfer of staff, quantify tax impacts and determine the correct accounting treatment of the contribution.

Structuring and implementation works involve many participants that are required to work in close collaboration within a tight timeframe: contribution auditors, auditors, financial advisors, shareholders, co-contracting parties, bondholders (if any), and legal, financial, accounting, tax and human resources teams of the company.


Structuring of the transaction based on thorough due diligence works aimed at identifying and addressing the key issues early in the process, prior to implementating the contribution.

Clear retro-planning, listing the steps to be followed to execute the transaction, including a detailed allocation of tasks between the participants.

Coordination of the workstreams and weekly monitoring of the progress made by each participant up to the closing of the transaction.

& Opportunities

Transaction successfully carried out within a tight schedule.

Greater visibility of the transferred business line thus increasing its value. Transaction allowed new investors to invest in the share capital of the subsidiary to fund the development of the activity and unlock its full potential.

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