These are companies where human capital carries an important weight in the distribution of added value. These companies offer a particularly favourable ground for the establishment of a NewCode Enterprise System.

NewCode ™ is particularly relevant to family business whose founder / shareholder / manager would like to hand over the business to the management team and, if applicable to all staff, but is wary of employee share ownership schemes resulting in significant personal indebtedness and / or likely to cause a split within the company’s human capital. With NewCode, the transfer of governance and management functions, and also of the rights and risks associated with future value creation, can be tailored to the situation of the company and its stakeholders. The NewCode Enterprise System also facilitates the entry of financial third parties, ensuring liquidity for outgoing members without negatively impacting human capital.

Turnaround situations are particularly conducive to the establishment of NewCode ™, due to the low market value of equity and high motivation of human capital, two factors often associated with these situations. The transformation can take place in boni and /or in one the proceedings provided by law (in France, Mandat ad Hoc, conciliation, sauvegarde, RJ).
From time to time, a business is subject to competitive processes where the ownership of its capital and control of its governance are likely to change hands.

A competitor, possibly triggered by representatives of human capital, may wish to structure its proposed takeover under NewCode ™ format so as to secure extensive support from human capital.

A listed company is characterized by a dissemination of at least part of its capital and the public availability of quantity of business data. Public information allows a pro forma design of the NewCode Enterprise System, while capital dissemination requires the dialogue with shareholders to be carried out through procedures set out by the stock market regulations. In the presence of supportive core shareholders and employee representation, listed companies can adopt NewCode ™ through a public exchange offer on their share capital, which in that case would be recommended by the governing body and receive support from the core shareholders.
NewCode ™ is well suited to the financing and management of start-up companies. The value sharing chapter allows flexible control of the dilution of the founders and key component of human capital, while the financial structure chapter allows successive capital raising rounds and the incoming and exit of investors, over the project timeline, without resorting to artificial valuations. Finally, the governance chapter allows flexible adjustment of the composition of the governance body according to the evolution of the project.

For infrastructure and services companies operating within the framework of long term concessions/contracts with states or other public entities, NewCode provides a flexible structure for bespoke public/private partnership schemes, allowing public clients to benefit from the best financial markets have to offer.


NewCode Conseil can carry out a feasibility study of NewCode™ in your company, and provide a set of preliminary parameters of the NewCode Enterprise System. The feasibility study is based on operational performance data, existing capital ownership and structure, social and governance situation, and current and potential perception of the company by financial markets.

This feasibility study can be carried out at the initiative of the management team, governance, or a representative body of human capital. It is based on interviews facilitated by the initiator and on the information made available to the project team. The feasibility study is intended to provide, in case of a positive conclusion, the platform for the design of the NewCode ™Consensual Enterprise Project.

The basis of any transformation NewCode ™ is a Consensual Enterprise Project, whereby management team, human capital and financial capital agree on a common vision of the future of the business, and commit to each other accordingly, under the responsibility of governance.

NewCode Conseil offers companies and its governance bodies assistance and support for the establishment and operation of a proper negotiation framework, and for managing interactions between stakeholders.

The discussions of the Consensual Enterprise Project aim to reach a consensus but each party has a duty to negotiate in its best interests or the interests of its beneficiaries. NewCode Conseil can provide any involved party with assistance and support in the negotiation. This role is of course exclusive of any other role in the project.
A NewCode ™ transformation will likely result in an overhaul of the governance function within the company.

NewCode Conseil offers assistance to governance bodies in the early days of the company’s operating under a NewCode Enterprise System. NewCode Conseil may, if necessary, take on a position of director or recommend suitable candidates from its own network.

NewCode Conseil offers training workshops/seminars for managers, members of governing bodies, employee representatives, officers and employees, corporate transformation practitioners, and various service providers to familiarize themselves with the NewCode Enterprise System.

Through its subsidiary NewCode Advisers Limited, NewCode provides financial advisory services to its clients: valuation, M&A advisory, capital structure advisory, value sharing schemes.