Legal structuring is run within a single timeline, never in silos.

Overhaul of the shareholders' agreement, incentive plans, commercial contracts, data compliance and transatlantic governance. So growth does not weaken what has held up until now.

The scope of the engagement.

Intellectual property, governance and contracts are the three components that rarely move separately in a growing SME. The engagement addresses them within a single timeline, under one scope, by one practitioner. No separate retainer to coordinate.

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Overhaul of the shareholders' agreement

Agreement aligned with the current growth stage, not with that of incorporation. Rewrite of the governance, transfer and protective clauses based on the capital trajectory of the next rounds.

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Employee invention policy

Formal legal framework on the ownership of inventions and creations arising from employment. Articulation with the French regime of supplementary remuneration and the chains of assignment required on the American side.

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GDPR and CCPA compliance

Personal data processing framework across two jurisdictions. Privacy policy, register of processing activities, articulation between European (GDPR) and Californian (CCPA) obligations for a distributed operation.

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Incentive plans

For French employees, BSPCE calibrated to qualify for the favourable tax regime. For American teams, articulation with stock options or RSUs depending on the status of the US structure. Full documentation and governance framework for the grants.

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General terms and commercial contracts

General terms updated to reflect the current activity. Standard contracts for sales, service delivery, software licensing and partnerships. Calibrated to withstand the scrutiny of a key account client or a public administration.

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Transatlantic governance

Articulation of French and American entities: intra-group flows, allocation of intellectual property, coordinated corporate bodies. So no corporate decision is taken without visibility on the other side.

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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.

Decoration

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.
Decoration
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.
Decoration
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.
See the bio →

Two scopes.

Depending on the presence of operations in the United States, the engagement takes one of these two forms. Fees agreed at scoping, quote issued before any start of work.

Structure in France

from

€3,990

  • Three components (intellectual property, governance, contracts) addressed in parallel.
  • Structuring documents produced within a single timeline.
  • A single point of contact, two delivery workshops (HR and commercial leadership).
Structure in France & the United States

from

€6,990
  • Transatlantic governance calibrated between the French and American entities.
  • Contractual component across both jurisdictions (FR and US).
  • Direct coordination with a New York firm.

Frequently asked questions.

Another question? Write to us
How do we choose between French BSPCE and American stock options or RSUs for a mixed team?

For French employees, BSPCE open access to a favourable tax regime, subject to rigorous calibration (valuation, vesting, exercise period). For American employees, stock options or RSUs apply depending on the status of the US structure. The matter handles both regimes within a single, coordinated incentive plan.

Where is the boundary between Structure and Protect for a growing SME?

Protect isolates intellectual property to read it in depth, on the occasion of an imminent operation (funding round, exit). Structure takes the three components (intellectual property, governance, contracts) to bring them back into coherence with the growth stage, outside an operation window.

What happens if a Series A funding round is launched during the engagement?

The work aligns with the investor due diligence. Structuring documents are delivered in an order that feeds directly into the data room, with no reformatting on your part, without replaying the audit.

How is coordination handled with our chartered accountant, CFO or existing tax counsel?

Direct coordination with your existing advisers. Tax, accounting and capital structure trade-offs are decided with them, without duplication of mandates.

How much management time does the engagement require?

Concentrated. Two delivery workshops (commercial leadership and HR) and a weekly decision-making point during the production phase. The remainder of the work is run autonomously on the basis of the initial scoping.

How does the engagement fit if our corporate firm already covers these matters?

If your firm brings together intellectual property, corporate law and the American framework under one practitioner, nothing justifies a change. Where the three components are handled by different partners who do not coordinate, Structure brings them back into coherence within a single timeline.