Solon.

CHLOÉ ZYLBERBOGEN

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Associée FOndatrice

Chloé Zylberbogen est avocate en droit des affaires, spécialisée dans les secteurs du retail, de la mode, du luxe, de la restauration et du commerce digital.

Cette expertise sectorielle lui permet d’accompagner ses clients — fondateurs, dirigeants, investisseurs — sur l’ensemble de leurs enjeux juridiques : structuration et développement des réseaux de distribution (distribution exclusive et sélective, franchise, agents commerciaux), immobilier commercial (négociation et gestion de baux pour des emplacements retail, hôteliers et de restauration), et opérations de haut de bilan ( acquisition, cession, fusion, rapprochement, OBO/LBO, managment package, BSPCE, pactes d’associés, ).

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Founding Partner

Chloé Zylberbogen is a business lawyer specialising in retail, fashion, luxury, food & beverage and digital commerce.

This sector focus allows her to advise founders, management teams and investors across the full range of their legal needs: structuring and managing distribution networks (exclusive and selective distribution, franchise, commercial agency), commercial real estate (negotiating and managing leases for retail, hotel and restaurant premises), and corporate transactions (M&A, OBO/LBO, shareholders’ agreements, SPA, distressed M&A, management package).

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T. +33 (0) 1 88 32 39 39
czylberbogen@solon.law

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....Opérations récentes..relevent experiences....

ADVISORY & M&A - RETAIL / HOSPITALITY / LUXURY

  • Advised the founding shareholder of a major online fine jewellery retailer on a minority private equity investment and the subsequent owner buy-out (OBO) following the fund's exit: capital structuring, transaction documentation, arrangement of a structured financing package (senior debt and vendor loan).

    Advised the acquirers on the distressed acquisition of Le Gramme International (premium men's jewellery brand, multichannel retail and digital network) by Manop and Red Luxury.

    Advised Molli (luxury knitwear house) on the minority investment by LVMH Luxury Ventures Fund I.

    Advised a real estate fund start-up on its Series A fundraising: capital increase structuring, negotiation of investor documentation, implementation of management incentive arrangements.

    Advised a family office on post-acquisition litigation in the renewable energy (photovoltaic) sector: enforcement of representations and warranties, acquisition price adjustment dispute and security transfer management in a distressed M&A context.

    Advised a number of retail and hospitality brands on their growth transactions in France and internationally: corporate structuring, private equity investment rounds, distribution network set-up and expansion.


ECONOMIC & COMMERCIAL LAW

  • Assisted and represented a prepared meals manufacturer in commitment proceedings before the French Competition Authority (Autorité de la concurrence) in connection with an asset acquisition valued at over €18 million.

    Represented a major international luxury ready-to-wear brand in unfair competition and parasitism proceedings against a leading global physical fashion retailer and a major online marketplace: seizure orders in France and abroad, pre-trial evidence gathering (Article 145 CPC), interim relief applications, infringement and parasitism claims on the merits, quantum assessment and settlement negotiations.

    Advised numerous food retail operators on their commercial law requirements:

    • annual negotiations of framework supply agreements (conventions uniques)

    • clearance of promotional schemes in-store and online

    • drafting and negotiation of commercial contracts

    • assessment of conditions for termination of established commercial relationships

    Obtained, on behalf of a pure-play online estate agency, the annulment of a contractual clause in a standard-form agreement proposed by a leading online payment service provider, on the grounds of significant imbalance between the parties' rights and obligations.

    Represented and defended several media service providers in a third-party liability action — an unusually rare legal avenue — brought by a former service provider seeking to hold the incoming providers liable for facilitating a breach of an exclusivity clause.

    Advised a number of e-commerce businesses across their commercial, corporate and regulatory requirements: implementation of financing arrangements including finance leases, regulatory compliance (in particular in the jewellery sector), promotional campaigns and related legal frameworks.


COMMERCIAL REAL ESTATE

  • Advised an investor consortium on the acquisition and conversion into a hotel of a 5,000 sqm property in Paris.

    Advised a major international fashion retailer on the restructuring of its French property portfolio: negotiation and implementation of the termination of over 40 commercial leases.

    Advised several real estate funds on the day-to-day management of their commercial lease portfolios.