A transaction is won before closing. We run your side of the file, end to end.
M&A advisory, structuring of funding rounds, sale of intellectual property assets, data room preparation, transatlantic vendor due diligence and FR/US coordination. So your side of the deal is ready before the negotiation table.
The scope of the engagement.
Depending on the side taken, the nature of the operation and its jurisdiction, some of the components below are mobilised. The selection is agreed at scoping and recorded in the engagement letter.
M&A advisory · seller or buyer
Strategic scoping of the operation, deal structure, term sheet negotiation, drafting of acquisition agreements. For the seller as for the buyer, depending on the side agreed at scoping.
Sale of IP assets · asset deal
Mapping of the intellectual property to be transferred, transfer of trademarks, patents and copyrights, renegotiation of attached contracts (licences, client contracts, service providers). Transferred perimeter clear, enforceable and defensible.
Data room preparation
Thematic structuring of the data room, qualification of documents, audit log of accesses. So that the questions of the fund or the acquirer are anticipated before they are raised.
Funding round structuring · Series A and beyond
Term sheet, investors' agreement, complex instruments (warrants, convertible bonds, ratchet mechanisms, liquidation preferences). Drafting calibrated to the capital trajectory of the following rounds.
Transatlantic vendor due diligence
Intellectual property and corporate audit run upstream of the process, from the seller's side. To arrive at the buyer due diligence with a report already built, not a discovery to orchestrate.
Operational FR / US coordination
Direct articulation with the firms imposed by the acquirer or the fund: American attorney, tax counsel, employment counsel. You pay for coordination, not for duplication of mandates.
Recent operations.
Funding rounds, corporate structurings, acquisitions of intellectual property assets. Browse recent matters, organised by category of operation.
A structured approach, calibrated to your stakes.
Whatever the size, every engagement follows the same progression. No action is undertaken until the scope is set.
An in-depth first exchange to understand your situation, your assets and your objectives. Not a sales call, a substantive conversation. Initial consultation at no charge, 30 minutes, EN or FR.
A documented diagnostic with prioritised recommendations: what is urgent, what is strategic, what can wait. Written quote or scope agreed before any start of work.
Implementation, drafting, filing, negotiation. A single point of contact, in France as in the United States. Regular progress updates, clean final deliverable.
An in-depth first exchange to understand your situation, your assets and your objectives. Not a sales call, a substantive conversation. Initial consultation at no charge, 30 minutes, EN or FR.
A documented diagnostic with prioritised recommendations: what is urgent, what is strategic, what can wait. Written quote or scope agreed before any start of work.
Implementation, drafting, filing, negotiation. A single point of contact, in France as in the United States. Regular progress updates, clean final deliverable.
An in-depth first exchange to understand your situation, your assets and your objectives. Not a sales call, a substantive conversation. Initial consultation at no charge, 30 minutes, EN or FR.
A documented diagnostic with prioritised recommendations: what is urgent, what is strategic, what can wait. Written quote or scope agreed before any start of work.
Implementation, drafting, filing, negotiation. A single point of contact, in France as in the United States. Regular progress updates, clean final deliverable.
Romain Waïss-Moreau.
Intellectual property and corporate law
Romain Waïss-Moreau practised for 13 years at leading firms before establishing his own Law firm. He works at the intersection of corporate law and intellectual property, for founders, executives and investors whose operations span France and the United States.
- Intellectual property is not a specialist subject, it is a matter of governance.
It determines the value of a company more durably than most of its other assets. It deserves the same attention as a shareholders' agreement or a financing plan.
- A French IP practice that ignores the American market today gives incomplete advice.
The two jurisdictions illuminate one another. The strength of an IP portfolio is measured less and less on one side only.
- The role of the Attorney is to make trade-offs explicit before they are signed.
Corporate law has no reason to remain unreadable to those it serves. An executive who decides with full understanding makes better decisions than one who defers.
On quote.
Each value-realisation file is a distinct engagement. The quote is set at scoping, after examination of the perimeter, the side taken, the nature of the operation and its jurisdiction. It is recorded in the engagement letter, with the indicative timeline.
The fees of coordinated specialists (American attorney, tax counsel, employment counsel) are billed directly by them, or rebilled at your preference. No retainer imposed: the arrangement is agreed at scoping.
Frequently asked questions.
Another question? Write to us.
Both depending on the matter, never on the same operation. The side is agreed at scoping. The Law firm declines where there is an apparent or potential conflict of interest, and says so from the first conversation.
We run your side of the deal end to end. If the other party imposes a New York firm on the American documentation or a local firm on the contractual component, coordination is handled directly, with no relay on your part. You retain a single point of contact on the seller or buyer side.
An IP asset deal is precisely where the dual intellectual property and corporate law practice makes the difference. The IP mapping becomes the raw material of the transferred perimeter: what is transferable, what is not, what must be renegotiated with counterparties (licences, client contracts, service providers). An IP-only firm or a corporate-only firm only thinks through half of the file.
Double-team with a New York firm where the file requires it. We hold the French side and the coordination, the American firm holds the local documentation and specific American law matters. You pay for coordination, not for duplication.
The work billed is preserved. The IP mapping, the structuring strategy, the prepared shareholders' agreement and the organised data room remain usable as is for the next operation, on the same target or elsewhere. No reformatting on your part.
Confidentiality undertaking (NDA) signed at scoping, including for the first conversation. Sensitive pre-sale files are handled on an encrypted channel, with internal access restriction. Strategic items (term sheets, identified options, target valuations) do not leave our systems.
An intellectual property perimeter can be diagnosed in thirty minutes of conversation.
You set out your situation. We identify what structures your perimeter, what weakens it, and which decision should be taken first.
