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CONTRIBUTIONS AUDIT

The contributions auditor is appointed by order of the Commercial Courts, within the context of contributions in kind. The contributors — both individuals and entities — are compensated for their contributions with shares in the companies benefiting from the contributions. The contributions auditor must, among other things, verify that the contributions are not overvalued. The duties of the contributions auditor, which is assumed to have a good mastery of all the valuation techniques, are based on the financial valuation of the contributions.

Our valuation practice relies on the use of specialized financial databases.

Xavier Paper has been regularly appointed by the Commercial Courts of Paris, the Parisian Region and the provinces in the context of transactions involving contributions.




MERGERS AUDIT

The mergers auditor is appointed by order of the Commercial Courts in the context of merger operations in which two or more companies are involved or as part of the transactions involving contributions placed under the legislation governing demergers. The mergers auditor must, among other things, verify that the relative values assigned to the shares — partnership or otherwise — of companies involved in the transaction are relevant and that the share exchange ratio is equitable. The duties of the mergers auditor, which is assumed to have a good mastery of all the valuation techniques, are based on the financial valuation of the companies that are parties to the transactions.

Our valuation practice relies on the use of specialized financial databases.

Xavier Paper is regularly appointed by the Commercial Courts of Paris, the Parisian Region and the provinces in the context of transactions involving mergers.




STATUTORY AUDIT

The statutory auditor, whose mission is of general interest, is a major player in financial security; the statutory auditor has a permanent mission in the company appointing him and is the privileged interlocutor of the accounting and financial departments, as well as the governing and management bodies.

Xavier Paper, with more than twenty years' experience in major audit firms, brings you its know-how and its experience acquired in numerous enterprises, especially in an environment of the major listed groups.




SPECIAL ADVANTAGES AUDIT

Article L. 228-11 of the Commercial Code provides that, both when a company is chartered and during the course of its existence, preferred shares may be created, with or without voting rights, accompanied by special rights of any kind. These rights may be of a monetary nature (right to a preferred dividend, priority right to a winding-up dividend, etc.) or a non-monetary nature (veto right over certain decisions, allotment of seats on the board of directors, etc.). Likewise, the preferred shares allow organizing the shareholders' voting rights.

The creation of preferred shares requires the implementation of a specific procedure that, in certain cases, requires calling on a special advantages auditor who is responsible for evaluating the special rights attached to the preferred shares.

The special advantages auditor is responsible for evaluating, under his responsibility, the special advantages attached to the preferred shares to be issued. Thus, pursuant to his report, the auditor is to provide the following specifics:

  • description and evaluation of each of the special advantages or special rights attached to the preferred shares,
  • method of assessment adopted for each of these special rights and justification of the corresponding choice,
  • justification of the value of the special rights vis-à-vis the par value of the preferred shares to be issued plus, if applicable, the share premium.

Taking into account our independence and our valuation expertise, we are able to contribute our know-how in situations that, in practice, are often complex. This complexity, in particular, is due to the nature of the advantages that arise along with the creativity of the financial engineers and advisors.




ASSISTANCE IN FINANCIAL COMMUNICATION

The economic players observe it on a daily basis in the financial markets (see the Alcatel shares in 1998): financial communication is a key element of a company's performance on the stock market. In this regard, it is one of the major pillars of a company's strategy.

Developing its financial communication is not just a rhetorical exercise; it also entails full mastery of its underlying accounting and financial elements. As a player present in the area of finance and accounting, we place our expertise at the service of financial communication. The application of the international IFRS accounting standards — abstract and esoteric by nature — requires the formalization of simple and clear messages addressed to the financial markets. We place at the disposal of companies our knowledge of annual reports and our regular benchmark tasks (analytical grid of the financial news releases, etc.).




ACCOUNTING AND FINANCIAL CONSULTING

We do technical consulting, in the context of different client processes, the primary areas of which are as follows:

  • in-depth research into a specific accounting or financial point,
  • accounting impact study of a complex financial transaction,
  • resolution of technical disagreement between a company and its statutory auditors.
  • resolution of technical disagreement between a company and the Autorité des Marchés Financiers (AMF) ["Financial Market Authority"],
  • study of a point of accounting doctrine ignored or poorly dealt with by the accounting standards,
  • analysis of an issue under the dual aspects of accounting and financial evaluation,
  • issuance of an opinion by an independent expert on an accounting or financial subject.

Among the companies that call on us are enterprises, lending institutions, merchant banks, law firms, as well as accounting and audit firms. The report issued, the format of which is first defined by mutual agreement, is capable of including valuation models or financial models necessary for the illustrating of the issue in question. The consultations and studies conducted by us are often done within the general context of the IFRS international standards, French standards or the American GAAP standards.




CUSTOMIZED TRAINING

We offer training sessions on topics of accounting, financial and valuation. These training exercises — adapted to the specific needs of our clients — most often rely on practical cases drawn from our professional experience. We are persuaded, in fact, that there is no better teaching method than learning by example. Our concern for extension and education on complex contents (IAS39, for example) has imposed upon us an effort of constant adaptation of our work and leads us to make ourselves accessible to our audience.

Moreover, we are constantly organizing and leading conferences and training exercises in companies, law firms, accounting and audit firms, as well as partnerships specializing in the accounting and financial areas (IMA France, DFCG, etc.). These training exercises are primarily concerned with financial issues, valuation techniques and accounting standards.




ARBITRATION AND DISPUTE RESOLUTION

We undertake intermediation missions between company executives and their statutory auditors or between company executives and the Autorité des Marchés Financiers (AMF) ["Financial Markets Authority"]. We also perform assistance missions in the cases of conflicts with the judicial authorities. During these missions, on the strength of our accounting and financial expertise, we issue technical opinions and produce findings or analyses for the purpose of resolving disputes and claims.

Here are a few examples of missions undertaken by us:

  • resolution of technical disputes between managers and statutory auditors,
  • arbitration in cases of impasses between executives and statutory auditors,
  • assistance to the executives in the resolution of a conflict with the AMF,
  • assistance in cases of a criminal investigation of a manager.

Lastly, we should recall that arbitration is a non-judicial but, rather, jurisdictional approach for settling disputes by involving one or more private persons, with the arbitrators chosen by the parties. It is now one of the alternative approaches to the courts highly prized by company managers and executives.




FINANCIAL MODELING AND ENGINEERING

Financial modeling is an indispensable tool for finance practitioners. We structure the different changing scenarios of a project or an enterprise around a program developed in Excel to enable the managers to visualize and anticipate the bottlenecks, as well as potential financial impasses. Modeling has a strong illustration power; it forces the stakeholders to formalize the project's outlines.

Modeling may also to be a tool to help decision-making in the area of management and the quantitative measure of the risk. It consists of expressing mathematically an analysis of the risks in order to be able to then simulate the potential consequences, among other things, in the company's accounts.

Lastly, financial modeling is often the only tool available within the framework of the evaluation of an innovative financial project. In this connection, we provide accounting and financial assistance and advice to the management teams in charge of projects.

Our expertise in financial modeling relies on different techniques: actuarial calculation, stochastic calculation, numerical asset-evaluation methods, risk-management and hedging techniques in particular. Of course, it first involves a diagnosis and technical audit by us.




VALUATION OF INTANGIBLE ASSETS

Intangible assets (also known as intangible properties, invisible assets, etc.) are defined as assets that are not of a physical nature. The most common intangible assets are client/customer lists, know-how, copyrights, patents, licenses, commercial brands and goodwill.

The IFRS standards in force since 1st January 2005 have enshrined and improved the value concept (fair value accounting), now very much present in companies' balance sheets. This, of course, is the case of the physical assets for which there is a primary or secondary market, but it is also true for the intangible components as a whole, which today constitute the major part of the assets or the value of companies. IAS 38 (Intangible Assets) covers most of these assets. Under these circumstances, companies undertake valuations of their assets, whether intangible or tangible, whether in the legal context of enforcement of international accounting standards or within the context of an analysis of the value.

We have been undertaking numerous missions to value intangible assets in different contexts, the most common of which are:

  • negotiation of a price or the optimization of a trade,
  • allocation of an acquisition price pursuant to IFRS 3,
  • monitoring of the acquisition value, in particular in impairment tests of goodwill and intangible assets pursuant to IAS 36,
  • divestiture, acquisition, contribution of a company or intangible asset,
  • determination of brand royalty rates, as part of the transfer price policy.




VALUATION OF EMPLOYEE BENEFITS

In the social area, every commitment of the company toward its employees or its executives originates an accounting charge. Most often, this commitment is deferred over time. With each closing of a fiscal year, financial management departments are faced with this valuation obligation (under IFRS standards). They need to be acquainted with the actuary's roles, the financial and accounting methods used, as well as their consequences. The following are involved, among other things:

  • Médailles du Travail ("Worker's Medals"),
  • Severance and Retirement Benefits,
  • Individual Right to Training,
  • Time-Off Bank,
  • Additional Retirement Plans.

If the IFRS standards, which enshrine the "fair value" principle, require the publication of information relative to the employee benefits and, more particularly, their valuation and accounting method, it is no less true that these social liabilities constitute a risk for all companies, regardless of the accounting benchmark used. Ignorance of this risk is liable to expose the enterprise to future financial difficulties.

We evaluate all of the employee benefits with the aid of the current actuarial techniques and perform the accounting and actuarial monitoring in accordance with IAS 19.




VALUATION OF FINANCIAL INSTRUMENTS

Firm or optional derivatives are instruments very much used by enterprises to hedge their risks: interest-rate risk, exchange-rate risk, etc. Their use for financial management departments is both a source of complexity and a risk of loss of control of the accounting and financial indicators. Furthermore, IAS 32 and IAS 39 make the accounting and valuation of these special financial Instruments mandatory.

In this context, we conduct both accounting and valuation missions that cover most of these instruments.

Below are several examples of financial instruments valued:

  • interest-rate and currency swaps,
  • credit default swaps (CDS): in particular, for the privately contracted derivatives,
  • interest-rate and currency call/put options,
  • constant maturity swaps (CMS) and swap options,
  • non-standard derivatives: ratchet cap, equity swaps, exotic options, etc.

Our valuation practice relies on the use of specialized financial databases.

Here are some examples of accounting consulting missions relative to financial instruments:

  • distinction between debt instruments and equity instruments,
  • identification of the derivative instruments and embedded derivatives,
  • accounting treatment of fair value and cash flow hedging transactions,
  • accounting aspects of the derecognition of financial instruments,
  • complete and relevant presentation of the disclosures relative to the financial instruments in the notes to consolidated accounts,
  • accounting aspects of the treatment of the derivative instruments for the financial institutions: in French standards and IFRS standards,
  • drafting of the documentation relative to the hedging relationship: risk hedged, instrument to be hedged, hedging instrument, group's hedging strategy, etc.




COMPANY VALUATION

The issue of the value of an enterprise arises every time one of the following events occurs: contemplated divestiture, estate to be opened, dissolution of partnerships, measuring the company's performance, calculation of the wealth tax, etc.

As part of the company valuations performed by us, we act with full objectivity and complete transparency by striving after the economic "truth," according to a professional ethic that offers independence, quality and confidentiality. Depending on the circumstances, we carry out these missions for different interlocutors: company executives, the company executive's relatives, partners, banks, etc.

Our valuation practice relies on the use of specialized financial databases.




ACCOUNTING AND FINANCIAL DUE DILIGENCE

Due diligence encompasses all of the information search and monitoring measures that enable investors to base their judgment on the assets, activity, financial situation and prospects of the company in which they contemplate taking a stake.

We carry out accounting and financial acquisition due diligence and vendor due diligence missions for industrial enterprises, lending institutions and investment funds. We act, among other things, in the universe of small and medium-sized capitalizations.




ASSISTANCE IN TRANSITIONING TO THE IFRS

As part of the transition to IFRS standards, we place our expertise and our experience in the service of accounting and financial departments and/or general managements. Prior to the performance of our tasks, we hold awareness-raising, training and popularization sessions.

We identify all of the standards capable of modifying the contents of the balance sheet, the income statement and the cash flow statement and we evaluate the corresponding accounting and financial impacts. We draft attached notes and provide, within the context of our benchmark tasks, the best practices statement for each of the subjects analyzed.

We subsequently provide a technical warning, maintenance and surveillance service.




INDEPENDENT APPRAISAL

An independent appraisal is generally carried out by two parties (or groups of parties) who have a dispute of a technical, contractual or financial nature and who desire to be enlightened, in the view of experts, independently of any judicial or arbitrational proceedings in civil or administrative matters, about the value of their respective arguments or claims.

In the area of listed companies, pursuant to the general regulations of the Autorité des Marchés Financiers (AMF), an independent appraisal mission has to be entrusted to an independent expert in all financial transactions, in particular, takeover bids resulting in a conflict of interests among the stakeholders.

The independent expert, who should be appointed by the board of directors of the target company, and not by the board of the initiating company, can no longer restrict himself to a review of the tasks carried out by the company or by its bank, he must undertake his own valuation. The accomplishment of its mission, the end result of which is the drafting of an expertise report, requires, prior to the valuation of the concerned company, different types of diligences involving a proven experience of the corporate finance.

The practice of the independent expertise relies on an enlightened and independent critical judgment. It involves full mastery of the valuation techniques.

Our valuation practice relies on the use of specialized financial databases.

 
 
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