All publications by Florence Grangerat

Parent companies are often asked to guarantee the commitments of their subsidiaries towards third parties. The guarantee can take various forms, but the most frequently used ones are the joint and several guarantee (cautionnement), the independent guarantee (garantie autonome) and the letter of intent (lettre d’intention).

The conditions of validity of a guarantee will vary depending on the type of company issuing the guarantee, i.e., limited liability company or unlimited liability company. Furthermore, joint-stock companies are specific in that the prior authorization of the board of directors, or supervisory board as the case may be, is required for the granting of any sureties, endorsements and guarantees. Other limitations may result from the nature of the guarantee itself.

The decision issued on February 20, 2021 by the Commercial Chamber of the Cour de Cassation (French Supreme court) rightly recalls that the failure to convene the statutory auditor to the ordinary general meeting does not result in the nullity of the deliberations made during such meeting.

Since April 2021, some information relating to the beneficial owner(s) of unlisted companies and legal entities incorporated in France is now freely accessible via the website “DATA INPI” managed by the Institut National de la Propriété Industrielle (French National Institute of Industrial Property).

This information includes: The identity, month and year of birth, country of residence and nationality of the beneficial owners, as well as the nature and extent of the beneficial interests they hold in the relevant company or legal entity.

The decision of the Paris Court of Appeals of June 2, 2020[1] provides valuable insights into the interplay, sometimes complex, between the various agreements entered into between a seller and a purchaser of shares, which agreements generally include a promise of sale agreement subject to conditions precedent, a set of representations and warranties (called garantie d’actif et de passif under French law) and the final purchase agreement that acknowledges the fulfillment of the conditions precedent and the proper completion of the sale transaction.

In the unprecedented context of the health crisis created by the COVID-19 pandemic, private equity transactions slowed down sharply. Many funds have opted for a strategy aimed at focusing on their existing investment portfolio and supporting their investments to meet increased cash flow requirements.

This crisis also provides an opportunity to take a look back at a particularly dynamic year in 2019 for the French private equity investment market and to identify trends, both in terms of the investment methods hitherto favored by investors and in terms of the protection afforded to investors.

Adopted in furtherance of the Emergency Law No. 2020-290 of March 23, 2020 to deal with the Covid-19 epidemic, Ordinance No. 2020-318 dated March 25, 2020 adapting the rules relating to the preparation, closing, audit, review, approval and publication of accounts and other documents and information that private law legal persons and entities without legal personality are required to file or publish in the context of the covid-19 epidemic has introduced temporary exceptional derogations, particularly with regard to the approval of accounts.