menu

All publications by Sophia El Makhoukhi

Sophia El Makhoukhi

Member of the Lyon Bar

18 April 2022

Cross-border simplified mergers: The management bodies of the companies involved in the merger are required to prepare a written report

The Legal Committee of the Association Nationale des Sociétés par Actions (French association of joint stock companies, commonly referred to by its acronym “ANSA”) met on March 2, 2022 to express its opinion on the application, in the context of cross-border simplified mergers, of the exemption from the obligation to prepare a written report provided for in the context of domestic simplified mergers.

A brief reminder of the applicable rules in this area is necessary before presenting the issue at stake and the clarification given by ANSA.

Read more
28 January 2022

The measures adopted to adapt the control of foreign investments in France during the health crisis are further extended until December 31, 2022

The principle under French law is that financial dealings between France and foreign countries are unrestricted.

However, some investors making certain types of investments in so-called “sensitive” business sectors must follow a prior authorization procedure with the French Minister of the Economy.

The control of foreign investments in these business sectors has been significantly reinforced in recent years, especially since the outbreak of the health crisis resulting from the emergence and spread of COVID-19.

Read more
28 October 2021

Mismanagement by a manager who did not prompt the regularization of the shareholders’ equity: Further clarification from the French Supreme Court

The liability of the manager of a company placed in judicial liquidation is often sought on the basis of Article L. 651-2 of the French Commercial Code which allows the court, in the event of mismanagement having contributed to the company’s shortfall of assets, to decide that the amount of this shortfall shall be borne, in whole or in part, by said manager.

In a decision issued on September 8, 2021, the Cour de Cassation (French Supreme Court) has clarified the application of this Article to a manager who did not convene the shareholders to regularize the situation of the company, the shareholders’ equity of which had fallen below half of the share capital.

Read more
30 June 2021

Recognition of the existence of a manifestly unlawful disturbance resulting from the failure to file annual accounts and statute of limitations applicable to actions based on ordinary law provisions

While many company managers fail to comply with their obligation to file annual accounts, the Cour de cassation (French Supreme Court) has decided to reinforce the applicable sanction mechanism in an unprecedented decision issued on March 3, 2021.

Recognizing for the first time the non-exclusive nature of the special provisions of the French Commercial Code allowing a third party to obtain the forced filing of a company’s annual accounts, the Cour de Cassation held that the failure to file annual accounts constituted a manifestly unlawful disturbance that justified the initiation of summary proceedings with a view to putting an end to such disturbance.

Read more
26 March 2021

COVID-19: New extension of the rules governing meetings and deliberations of shareholders and governing bodies

Ordinance No. 2020-321 of March 25, 2020 adopted in furtherance of Law No. 2020-290 of March 23, 2020 has adapted the rules governing the holding and deliberations of meetings of shareholders and meetings of governing bodies of private law businesses and entities without legal personality to deal with the Covid19 pandemic.

Decree No. 2021-255 of March 9, 2021 extends until July 31, 2021 the application of the rules derived from said Ordinance and its Implementing Decree No. 2020-418 of April 10, 2020.

The entry into force of Decree No. 2021-255 is a good opportunity to review the various changes that have occurred since our last article on the subject published on our Blog on September 29, 2020.

Read more
28 January 2021

COVID-19: What measures are still available to distressed companies?

Law No. 2020-1525 of December 7, 2020 on the acceleration and simplification of public action (often referred to under its French acronym “ASAP” Law) has extended until December 31, 2021 a number of derogations that adapt French legal provisions governing distressed companies to the COVID-19 health crisis.

The adoption of this Law provides the opportunity to recall the various measures that remain applicable to date.

Read more

All posts ared displayed

No more page

Load more