In a fully reasoned ruling dated November 25, 2020, the Criminal Chamber of the Cour de Cassation (French Supreme Court) has reversed a case law that had been established for more than twenty years in “merger by acquisition” transactions (i.e., when a company is merged into another): The acquiring company may now, under certain conditions, be held criminally liable for an offence committed by the acquired company prior to the merger and for which it had not been convicted.
The “loss of the leased property”: The legal basis relied upon to relieve a commercial lessee from its obligation to pay the rent during the first lockdown
The payment of commercial rents during successive lockdown periods is an issue that has given rise to numerous disputes.
Arguments based on force majeure, unforeseeability or non-performance, often used by lessees as a justification for not paying the rent, had been dismissed in the majority of court decisions handed down on this subject.
On January 20, 2021, the enforcement judge of the Paris Judicial Court opened up another way based on the “loss of the leased property”.
The closure of many companies since the first lockdown in March 2020 and the resulting economic slowdown have caused high tensions between lessors and lessees of commercial premises. Some tensions escalated to disputes, some of which have already been brought before French courts.
Law No. 2020-1379 of November 14, 2020 authorizing the extension of the state of health emergency and introducing various measures to manage the health crisis (the “Law”) has supplemented the measures taken as early as in March 2020 by the French Government concerning the performance of commercial leases agreements.
Extension of the rules governing meetings of shareholders and meetings of governing bodies of private law businesses
Decree No. 2020-925 of July 29, 2020 extends until November 30, 2020 the rules that eased the procedures governing the deliberations of shareholders’ meetings.
This provides the opportunity to review the temporary and exceptional derogations set up on the basis of Law No. 2020-290 of March 25, 2020 to secure the internal operation of companies through the adaptation of the rules governing the holding and deliberations of shareholders’ meetings to the health measures imposed by COVID-19.
In the context of the Covid-19 epidemic and its impact on the European Union’s economy, the European Commission published on March 26, 2020 a communication designed to alert Member States to the need to protect strategic European assets from foreign direct investments.
While reaffirming the European Union’s openness to foreign investments, the European Commission encourages Member States to protect assets that cover the health needs of their citizens and, more generally, to safeguard Europe’s strategic capacities.
While French households are beginning to organize themselves, French companies are seeking to protect themselves against the devastating financial effects of Covid-19. Partial unemployment mechanism, deferment of the payment of social security contributions and taxes, temporary easing of the burdens on companies, injection of external liquidity, etc. A growing number of measures are being taken to protect and support companies during this highly critical period.