Align. Motivate. Perform.

The management package allows you, as an executive or manager, to participate in creating value for your company, particularly during an LBO, a sale, a capital raise, or an acquisition.

In practical terms, it allows you to gain access—either directly or indirectly—to the company’s equity and thus benefit from a share of the capital gains generated during a liquidity event.

It is a strategic tool for sustainably aligning the interests of managers and financial investors, drawing on a wide range of legal and financial instruments that can be structured to fit your company’s specific environment.

A management package requires a 360-degree perspective: legal, tax, and financial. 

In this context, executives and managers need the support of independent lawyers who are well-versed in these various aspects as well as market practices: advisors capable of rebalancing the power dynamic during negotiations with seasoned shareholders and investors, ensuring your tax treatment is sound, and working with you to design a framework that protects your investment at every stage of the transaction.

That is what Scotto has been doing for 30 years, working alongside entrepreneurs and managers both in France and abroad.

Negotiate, structure, and secure your investment

We support entrepreneurs and managers at every stage:

Implementation of the management package

Negotiating and structuring the transaction while taking into account the context of the deal (LBO, carve-out, fundraising, or acquisition) within unlisted or, in some cases, listed groups 

Selection and design of instruments

Customized structuring and selection of tools tailored to your legal and tax situation

Tax structuring

Analysis and prevention of reclassification risks; robust structuring of gains to achieve the best possible tax treatment

Legal certainty

Negotiating your rights and obligations as a shareholder, including in particular:

  • Governance rules
  • Conditions for Exiting an Investment (Sale of Control, Initial Public Offering, Restructuring of the Investment)
  • Anti-dilution mechanisms
  • Leaver clauses in the event of departure prior to an exit

Our Approach

Our firm possesses all the expertise needed to support you: in-depth knowledge of applicable benchmarks; a tradition of innovation dating back to the start of the firm; the determination and ability to break new ground; a thorough understanding of the tax and legal structuring requirements for management investment schemes both in France and abroad; and the ability to integrate negotiation with financial, legal, and tax strategy. 

We get involved as early as possible in each transaction to help you adopt the most balanced approach, taking into account your objectives, the constraints of your transaction, and the market context.

Our Role

To help you design a scheme that is understandable, secure, and tailored to each transaction, in order to attract and retain key talents by sharing the value created.