• 

  Marc Deschenaux

  Financing Jurist

  
  

  Bachelor of Laws
  Master of Laws in Economic Law
  Transnational Law Certificate

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• 

  Ralph (Ray) Hornblower

  Jurist

  
  

  Head of New York Office
  Juris Doctor
  Admitted to Washington D.C. Bar
  

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• 

  Guy Girod

  FRICS (Member of the Royal Institution of Chartered Surveyors)

  
  

  ARIF Member of Committee
  of the Romand Associacion
  of Financial Intermediaries

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• 

  Michael Horner

  Engineer & Consultant

  
  

  Engineering Degree
  Behavioral Science Diploma

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• 

  Sylvain Théodoloz

  Banker

  
  

  
  
  
  

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• 

  Débora Carvalho Pinto

  Jurist & Legal Advisor

  
  

  Master in Globalisation & Law

  Bachelor of Laws

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• 

  Bruno Chambardon

  Communication Consultant

  
  

  
  

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Our firm is a member of the:

SWISS SOCIETY OF JURISTS

 

ASSOCIATION of INTERNATIONAL BUSINESS LAWYERS

 

 

 

Swiss Private Equity & Corporate Finance Association

 

International Association of Economic Law

Articles

The following publications illustrate the research works which members of our firm wrote:

Dissertations

The following publications illustrate the research works which members of our firm wrote:

Publications

The following publications illustrate research works to which members of our firm took part in:

Careers:

• Jurists
• Marketing Managers
• Economistes
• Financial Market Analysts
• Students and Apprentices

Recruiting

• 

  Our recruiting method is based on an internship model.

  There is an advantage in spending an internship with us.

Localisation

10100 Santa-Monica Boulevard - Suite 300
Los Angeles, California, 90067

Phone:+1 310 594.20.48
E-mail: info@deschenaux.com

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Politique de confidentialité.

Nous nous engageons à ne collecter aucun renseignement personnel, d'aucune sorte que ce soit.

info@deschenaux.com

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Philosophy

Our convictions

We are international financial jurists because we believe going into litigation is already a failure. We do not believe in solutions arising from the courts of law.

Our legal team is entrepreneurial and tends to avoid litigation as much as possible.

We firmly believe that making money on the misery and strife of others is not a harmonious lifestyle.

This positive attitude allows us to be credible to our customers on important business, because they know they engage a representative without enemies from past disputes unrelated to them.

We believe that the modern lawyer must join forces with other professions and skills such as finance, marketing & communication.

Our practice as international financial jurists is exactly the opposite to that of attorneys-at-law.

We are builders making money on our clients' achievements and successes not on their woes and failures.

Generally we do not deal with disputes and litigations.

We do not appear in court except for the companies we administer or for free idealistic causes.

Mission

Obtain the Best possible result

We are efficiency oriented

These general terms and conditions for the provision of legal services (hereinafter the “General Terms and Conditions”) shall apply to the provision of legal and financial services by Deschenaux, Hornblower & Partners LLP (hereinafter the “Firm”) to a natural or legal person that has accepted an offer of services from the Firm (hereinafter the “Client”). If any of the provisions herein conflicts with the offer of services, or another agreement for the provision of services, accepted by the Client (hereinafter the “Contract”), said Contract shall prevail.

1. Provision of services

1.1. The legal and financial services that may be rendered by the Firm to the Client include, but are not limited to, the following:

a. legal and financial advice,
b. incorporation services,
c. preparation, drafting and filing of documents on behalf of the Client,
d. representation of the Client in negotiations, transactions and other acts that do not require the intervention of a qualified attorney-at-law;
e. marketing and commercial advice,

1.2. The Firm may not advise or render any other services to the Client on any other areas outside the list stated in § 1.1 herein. Nonetheless, if the Client requests those services, the Firm shall assume no liability and be held harmless by the Client for any of the consequences that may arise thereof.

1.3. The Firm may not represent the Client in any legal acts requiring the presence of a qualified attorney-at-law in any jurisdiction.

1.4. However, the Firm may outsource any of the required services to professionals the Firm sees fit without the need of the Client’s acceptance.

1.5. The Firm represents that its employees are not qualified attorneys-at-law and are thus not subject to the inherent rules of the profession in any jurisdiction.

1.6. The services rendered by the Firm comprise the jurisdictions in which it operates, including the United States of America and Switzerland.

1.7. The Firm commits to rendering its services in a professional, diligent, honest, transparent manner and to the best interests of the Client.

2. Conflict of interests with the Firm’s interest

2.1. The Firm may decide whether to accept or refuse the services requested from the Client without the need to motivate its decision, or any part thereof.

3. Fees and Expenses

3.1. The fees to be paid by the Client for the agreed services to be rendered are calculated based on the complexity of the requested services and the resources required for the execution of said services. These will be calculated on a monthly basis. These may be combined with one-time payments.

3.2. For any of the additional services rendered by the Firm, and not contemplated in the Contract, the standard fees and prices shall apply, as published on www.deschenaux.com (hereinafter the “Website”) or as notified to the Client. Any reasonable expenses arising out of the provision of the services or the outsourcing to other professionals under the normal course of business shall be paid by the Client.

3.3. Each monthly payment will be invoiced to the Client on the 20th of every calendar month either for past provisions or as provision for the consecutive calendar month.

3.4. Each payment is due and payable within 10 (ten) calendar days counting from the date of the invoice.

3.5. The fees applied by the Firm may be modified on an annual basis, to take effect on the 1st of January of the following calendar year. Any modifications to the fees shall be made prior to that date, published on the Website or notified to the Client.

4. Confidentiality

4.1. Subject to § 4.2 herein, the Firm shall maintain confidentiality, and not disclose to any third parties, any information about the Client that have become known to the Firm in the provision of its services to the Client. This clause shall remain valid even after the end of the term or termination, of these General Terms and Conditions.

4.2. The Firm may disclose certain information that have become known to it in the provision of services in the following occasions:

a. Upon the Client’s prior consent;
b. Where this is in the Client’s best interest as deemed by the Firm,
c. Where this is required for the provision of the services; d. Where this is required for the fulfilment of any of the obligations incumbent on the Firm or the Client;
e. Where this is required by the relevant authorities pursuant to the applicable laws;
f. Where this is strictly necessary for the prosecution of the Client by the Firm, following a serious breach of the Contract by the Client;

5. Personal data

5.1. The Firm is entitled to process personal data in accordance with the applicable laws, restricted to the following purposes: provision of services to the Client, management of the relationship between the Firm and the Client and marketing purposes.

6. Liability

6.1. The Firm shall verify, to a reasonable extent, the accuracy, completeness and truthfulness of the information submitted by the Client. The due diligence to be used by the Firm in assessing the information submitted by the Client shall be limited to the resources publicly available and must not make the Firm incur unreasonable expenses. The Firm may not be held liable and must be held harmless by the Client for the consequences arising out of the submission by the Client of false, misleading, inaccurate, incomplete or omission of information.

6.2. The Firm shall be entitled to the payment of the monthly interest of 1% (one percent) on the outstanding amounts due by the Client, including the outstanding debt.

6.3. If the Client terminates or cancels the Contract for any reason other than the Firm’s admitted or proven fault or due to a change of its strategy, the Client shall pay the equivalent of 3 (three) monthly instalments or an amount equivalent to 30% (thirty percent) of the total amount due pursuant to the Contract in case the Contract is not featuring any instalment. These penalties are due without prejudice to any other remedies arising from early termination.

6.4. If the Client terminates or cancels the Contract due to a change of its strategy, the Client shall pay the equivalent of 2 (two) monthly instalments or an amount equivalent to 20% (twenty percent) of the total amount due pursuant to the Contract in case the Contract is not featuring any instalment. These penalties are due without prejudice to any other remedies arising from early termination.

6.5. The Firm shall not be liable and shall be held harmless by the Client for the services rendered to the Client for any adverse consequences towards any third parties.

7. Termination

7.1. The Client may terminate the Contract with the Firm with immediate effect, in case of wrongful performance of the Firm’s services, provided that there is proper notification of the Firm stating any and all causes proving such wrongful performance.

7.2. If the Client terminates the Contract with the Firm due to a change of its strategy, the Client shall notify such decision, and the motivation thereof, to the Firm, which shall be subject to the Firm’s acceptance.

7.3. The Firm may terminate the Contract with the Client with immediate effect if the Client fails with any of its obligations under these General Terms and Conditions and the Contract or under any other mandate, terms and conditions or agreement the Client has with the Firm, or one of the Firm’s business partners.

8. Term

8.1. The General Terms and Conditions shall enter into force upon its signature and remain in full force and effect until the business relationship between the Firm and the Client reaches its term, or is terminated, whichever occurs earlier.

9. Communication

9.1. Any communication or notification from one Party to the other are deemed valid if sent by registered mail or e-mail to the last valid registered address or to the address stated in the Contract.

10. Miscellaneous

10.1. If any of the provisions, or part thereof, of these General Terms and Conditions shall be deemed or judged to be null, invalid or unenforceable, the remaining provisions shall nevertheless remain valid and enforceable.

11. Amendments

11.1. These General Terms and Conditions may be amended by the Firm at any time by publication on its website. However, to be enforceable against the Client, any amendment must be notified to the Client and the Client must not have opposed said amendment by registered mail only within 10 (ten) business days. Generally, the Firm shall not amend the General Terms and Conditions more than once a year.

Place of Jurisdiction

Any claims or conflicts arising out of, or in connection with, these General Terms and Conditions shall be submitted to the exclusive jurisdiction of the State of Delaware, in the United States of America.

Governing Law

Any claims or conflicts arising out of, or in connection with, these General Terms and Conditions shall be exclusively governed by the state laws of the State of Delaware and the federal laws of the United States of America.

These Covenant to the General Terms and Conditions shall apply to the provision of legal and financial services (hereinafter the “Issuers Terms”) to any legal person that has accepted an offer of services from the Firm for the preparation of an issue (hereinafter the “Issuers”) by Deschenaux, Hornblower & Partners LLP (hereinafter the “Firm”). These Issuers Terms shall be read as a covenant completing the General Terms and Conditions for the provision of legal and financial services to Clients which follows attached. In case of combination of both, the words “Client” and “Issuer” refer to the same legal person. If any of the provisions herein conflicts with the offer of services, or another agreement for the provision of services accepted by the Issuer (hereinafter the “Contract”), said Contract shall prevail.

1. Provision of services

1.1. The legal and financial services that may be rendered by the Firm to the Issuer include, but are not limited to, the following:

a. Drafting disclosure documents, contracts, agreements, conventions or authorization requests,
b. Elaborating presentations,
c. Organizing relationships with investment banks to organize an underwriting syndicate to enter into an underwriting agreement with a lead underwriter.

2. Issuer’s Obligations

2.1. Provide the Firm with the audited financial statements for the 2 (two) previous years mandatorily, and, if applicable, the quarterly pay stubs for the current year.

2.2. Provide the Firm with all the existing documents stated in the Standard Due Diligence List sent or published by the Firm on www.deschenaux.com (hereinafter the “Website”). If any of the documents does not exist or is not held by the Issuer, the Issuer shall notify, and motivate thereof, the Firm.

2.3. Provide the Firm with the requested information by the Firm or which may be deemed necessary, useful or which update or modify any previously submitted information by the Issuer.

2.4. If the Issuer refuses to submit, or omits, any information or document which is deemed necessary by the Firm to the accomplishment of the mission pursuant to the Contract within the indicated timeframe, the Firm may terminate the Contract and no consequences shall arise thereof toward the Firm, which shall be held harmless, without prejudice to any other penalties that may arise pursuant to these Issuers Terms or the Contract.

2.5. If the Issuer refuses to submit, or omits, any information or document which is deemed useful by the Firm to the accomplishment of the mission pursuant to the Contract within the indicated timeframe, the Firm shall inform the Issuer of the consequences arising out of such refusal, without prejudice to any other penalties that may arise pursuant to these Issuers Terms or the Contract.

2.6. The Issuer must always notify, and motivate thereof, the Firm in case of refusal pursuant to § 2.4 and § 2.5 herein.

2.7. The Issuer will be provided with a schedule within which it shall submit the requested information and documents to the Firm, as well attend to the meetings, either in the person of its representatives or through remote means of communication (Skype). In case the Issuer does not comply with said schedule, the period of time estimated by the Firm to accomplish the mission pursuant to the Contract may be extended with consequences on the total amount due by the Issuer pursuant to the Contract. In case the Issuer fails to attend a meeting with any official authority, no consequences shall arise thereof toward the Firm.

2.8. The Issuer must always notify the Firm, at least 2 (two) calendar days prior to the scheduled meeting, of its impossibility to attend to a meeting with the Firm.

2.9. If the Issuer fails to attend, but has notified thereof the Firm at least 2 (two) calendar days prior to the scheduled meeting, the Issuer shall reschedule said meeting in liaison with the Firm within the following week. If the Parties fail to reschedule said meeting for 16 (sixteen) calendar days following 1 (one) cancelled meeting, the period of time estimated by the Firm to accomplish the mission pursuant to the Contract may be extended with consequences on the total amount due by the Issuer pursuant to the Contract.

2.10. The Issuer must always provide an answer to any request of information or documents by the Firm within at least 2 (two) business days following such request.

2.11. Upon completion of the timeframe for the submission of each of the final documentation to be delivered by the Firm, the Issuer must either approve or not approve in writing. In case of non-approval, the Issuer must state the reasons of such refusal. If the inaccuracies or false information contained in said document are due to the Issuer’s fault, the Issuer must pay for the additional work necessary for the Firm to complete or modify the documents. If the inaccuracies or false information contained in said document are due to the lack of the due diligence incumbent on the Firm pursuant to the General Terms and Conditions, the Issuer shall not be charged for any additional work that must be done by the Firm.

3. Fees and Expenses

3.1. The Issuer shall deposit the amount of USD 5’000 (five thousand United States dollars) in the Firm’s designated bank account to be allocated to the Firm’s expenses, such as travel expenses, administrative fees and other related expenses, in connection with the preparation of the issue. This amount shall be deposited until completion of the second monthly payment. If this amount, or part thereof, is not used by the Firm during the term of the Contract and duly justified with the corresponding invoices, this shall be repaid to the Issuer upon the end of the term, or termination, of the Contract.

3.2. If the expenses of the Firm in connection with the preparation of the issue exceed the amount stated in § 3.1 herein, the Firm will request an additional provision of USD 5’000 (five thousand United States dollars) to the Firm’s designated bank account. The same conditions stated in § 3.1 herein apply.

4. Return of materials

4.1. Upon completion of the term, or termination, of the Contract, whichever occurs earlier, the Firm must return, at least, the original documents as submitted by the Issuer and any other documents upon the Issuer’s written request.

5. Liability

5.1. Outside its duty of due diligence pursuant to the General Terms and Conditions, the Firm shall rely on the information provided by the Issuer and may not be liable for any of the information contained in the documents delivered to the Issuer.

5.2. If, due to a lack of due information or documents requested by the Firm to the Issuer, the Firm will nonetheless submit the final documents to the Issuer, notifying the Issuer of said facts and consequences attached thereto for which the Firm shall not be liable, and be held harmless.

6. Termination

6.1. The Firm may terminate these Issuers Terms if it determines that it has no conditions to continue performing its duties due to a lack of cooperation and availability from the Issuer. In such event, the Firm shall not be liable, and be held harmless.

7. Place of Jurisdiction

Any claims or conflicts arising out of, or in connection with, these General Terms and Conditions shall be submitted to the exclusive jurisdiction of the State of Delaware, in the United States of America.

8. Governing Law

Any claims or conflicts arising out of, or in connection with, these General Terms and Conditions shall be exclusively governed by the state laws of the State of Delaware and the federal laws of the United States of America.