CGPH Banque d’affaires
Cross-border strategy context — CGPH Banque d’affaires strategic & corporate advisory
Strategic Consultancy & Corporate Advisory

Corporate Group Restructuring

Advisory on the design and coordination of corporate group restructurings — from current-state mapping and business rationale to entity architecture, intercompany flows and qualified legal and tax execution.

Positioning

Our approach.

We advise corporate groups on the design and coordination of restructuring pathways — including current-state mapping, business rationale, entity and ownership architecture, intercompany flows, debt and cash implications, governance and implementation sequencing. Legal and tax execution — including mergers, demergers, contributions, vehicle changes and jurisdictional filings — is performed by qualified counsel and tax advisers under the client’s appointment. Our contribution ensures the transformation stays coherent with the strategic and financial reasoning that started it.

A corporate group restructuring rarely starts from a clean sheet. It starts from an existing perimeter shaped by successive acquisitions, financings, tax positions and generational choices, and it moves towards a target perimeter aligned with a renewed business rationale. We start each mandate by mapping the current state honestly and articulating the business rationale for change, before any structural tool is chosen.

Restructuring tools — mergers, demergers, contributions, vehicle changes, intra-group transfers — are means, and their combination depends on the objective, the perimeter and the constraints identified upstream. Sequencing matters: the order in which steps are performed can materially change their debt, cash, governance and stakeholder implications.

Detailed scope

Our contribution typically covers group and cash-flow mapping, business-rationale formulation, target entity and ownership architecture, intercompany flows, debt/cash/governance implications, implementation sequencing and coordination of qualified legal, tax and audit workstreams through to steady state.

Who this is for
  • Corporate groups adapting their perimeter, ownership or governance.
  • Shareholders preparing a generational or governance transition.
  • Sponsors reorganising portfolio companies before or after a transaction.
  • Family businesses formalising group architecture across jurisdictions.
Common situations
  • Simplification of an inherited perimeter

    A group has grown by successive acquisitions and needs to consolidate entities, holdings and intercompany flows into a readable structure.

  • Preparation for a strategic transaction

    A group is preparing a disposal, spin-off or capital operation and must first isolate perimeters, flows and liabilities cleanly.

  • Governance and generational transition

    Shareholders are preparing a governance or generational transition and want architecture, documentation and information rhythms aligned in advance.

Engagement profile
Scale
Mid-market European corporate group restructurings coordinated with qualified legal and tax counsel.
Timing
Typically several months from mandate to closing, depending on complexity and counterparties.
Geography
Continental European corridors with recurring activity across France, Italy, Luxembourg, Switzerland and Monaco; selective UK, MENA and transatlantic exposure.
What we advise and structure
  • Current-state mapping of entities, ownership and flows.
  • Business-rationale formulation and target architecture.
  • Intercompany flow, debt and cash implications.
  • Structural-tool selection (mergers, demergers, contributions, vehicle changes).
  • Implementation sequencing and stakeholder alignment.
  • Coordination of qualified legal, tax and audit execution.
Our process
  1. 01
    Map

    We map entities, ownership, intercompany flows, debt, cash and governance mechanics.

  2. 02
    Rationalise

    We formulate the business rationale and the target architecture with the client’s governance.

  3. 03
    Design

    We design candidate pathways with qualified legal and tax counsel, articulating trade-offs explicitly.

  4. 04
    Decide

    We support governance decisions, sequencing and stakeholder alignment.

  5. 05
    Execute

    We coordinate execution with qualified counsel, tax advisers and auditors through to steady state.

Strategic contribution
  • Readable, defensible architecture

    The target group is easy to explain to banks, counterparties, investors and authorities.

  • Prepared for the next step

    The transformation leaves the group ready for its next transaction, financing or generational move.

  • Controlled sequencing

    Debt, cash and governance implications are anticipated in the sequencing of steps.

Cross-disciplinary coordination
  • Legal

    Qualified counsel executes corporate acts, filings and jurisdictional formalities.

  • Tax

    Qualified tax advisers confirm the tax treatment of each step and any advance ruling required.

  • Audit and accounting

    Auditors and accountants confirm consolidation, valuation and disclosure impacts.

  • Financing

    Lenders and existing creditors are engaged where covenants, consents or refinancings are involved.

Why CGPH
  • Strategic and financial coherence

    We keep the transformation aligned with the business rationale from the mapping to steady state.

  • Single mandate lead

    One team owns the client relationship and the coordination across qualified professionals.

  • Cross-border habit

    Multi-jurisdictional groups benefit from our routine coordination of qualified local advisers.

When we’re a fit
We are a fit when
  • Groups preparing a governance, holding or capital-structure review.
  • Shareholders planning succession, liquidity or reorganisation events.
  • Cross-border groups needing coordinated advisory across jurisdictions.
Less suited when
  • Distressed groups requiring court-led insolvency procedures as first step.
  • Reorganisations designed for regulatory circumvention.
  • Mandates without qualified legal and tax counsel involvement.
Key considerations
  • Legal, tax and regulatory execution — including corporate acts, approvals and filings — is performed by qualified counsel, tax advisers and auditors appointed by the client.
  • Final terms and effects of each step are set by the definitive documentation and by the decisions of the competent corporate bodies.
Frequently asked questions
How do you approach a group restructuring?
We start from an honest current-state map and a clear business rationale, then compare structural pathways with qualified counsel before any tool is chosen.
Who executes the legal and tax steps?
Qualified counsel and tax advisers appointed by the client prepare corporate acts, filings and formal advice. We coordinate the workstream and the strategic decisions around it.
How is stakeholder alignment handled?
We anticipate the impact on shareholders, lenders, employees and counterparties, and coordinate communication and consents along a structured timeline.
Can restructuring prepare a future transaction?
Yes. A well-designed restructuring can isolate perimeters, flows and liabilities cleanly, materially improving the readiness of a subsequent transaction.