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Articles from Chems Idrissi

Published at 30 August 2017
Author : Chems Idrissi
Category : New Technologies
E-newsletter: July / August 2017
In his book entitled Intelligence artificielle : vers une domination programmée ? published in 2007 by Le Cavalier Bleu editions, Jean-Gabriel Ganascia defines Artificial Intelligence (“AI”) as “the discipline in computer science that seeks to develop machines that mimic the superior faculties of intelligence”. In practice, when applied to the legal industry, AI could be used for a number of tasks, including, but not limited to, the generation of legal documentation, the definition of strategies in disputes and litigations, the automation of basic tasks commonly performed by trainees and junior associates. In this context, should we fear the progressive end of lawyers?
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Published at 29 June 2017
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: June 2017
Unlisted companies and legal entities required to be incorporated with the Register of Trade and Companies and headquartered in France (in particular branches of foreign corporations) will very soon have the obligation to file with the clerk of the Commercial Court a document that sets forth identification data on their beneficial owner(s), his/her/their personal place of residence as well as the way in which he/she/they exercise(s) control over the relevant company or entity.
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Published at 30 May 2017
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: May 2017
The sale of all or part of corporate assets is an important step of the judicial liquidation of a company as such sale is designed to ensure the survival of activities that are capable of being operated independently and save the associated jobs on the one hand, and to settle the company’s liabilities on the other hand. Wherever the bankruptcy court considers that such a sale may be envisaged, it authorizes the continuation of the business activities and sets the deadline by which purchase offers must be filed. To avoid fraudulent sales, Article L. 642-3 of the French Commercial Code prohibits the corporate officers of a company placed in judicial liquidation to file such an offer, either directly or through an intermediary. In a decision dated March 8, 2017, the Cour de Cassation (French Supreme Court) provided for the first time a definition of the concept of “use of intermediary(ies)” within the meaning of the aforementioned Article.
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Published at 31 March 2017
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: March 2017
Holding several corporate mandates is a common practice in corporate groups. In general, it is assuredly useful to ensure a coherent management of the various group entities, in line with the group’s global policy. Yet, when the relevant corporate officer no longer fits the bill and when the group wishes to terminate him/her, the situation is all the more complex if he/she has varied and diversified duties/mandates within the group. Indeed, the termination of employment within the parent company for whatever reason does not necessarily entail the termination of the mandates held in subsidiaries. This principle was recently recalled in a decision handed down by the Court of Appeals of Paris.
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Published at 24 February 2017
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: February 2017

When the shares of a company are transferred from one party to another, the purchaser usually makes representations and warranties that are designed to cover any post-transfer increase in liabilities or decrease in assets, provided that the cause or the origin of this increase or decrease dates back to the period prior to the transfer.
These representations and warranties are either included in the share purchase agreement or set forth in a separated agreement called “Garantie d’actifs et de passif” (literally “Asset and liability warranty”, also known by the acronym “GAP”) under French law.
Whichever option is chosen, the share purchase agreement usually stipulates that any warranty claim must be notified according to a specific procedure to enable the seller to take any useful action to limit the sums that he might be bound to pay under such claim.
So, what happens if the purchaser does not comply with the claim notification requirements set forth in the share purchase agreement?


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Published at 30 January 2017
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: January 2017
The Finance Bill for 2017 n°2016-1917 dated December 29, 2016 introduces amendments to the tax and social regime applicable to free shares, and backtracks on some provisions laid down by the so-called “Macron” reform dated August 6, 2015. This shift in policy provides the opportunity to review the legal, tax and social regime governing the allocation of free shares under French law.
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Published at 28 October 2016
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: October 2016
Introduced by Ordinance n°2016-131 of February 10, 2016, the French contract law reform has just entered into force. Even though much has already been said and written about it , the impact of the reform on M&A transactions remained to be studied. Although not revolutionary (even if it codifies the theory of unforeseeability, long overlooked by the French legislator), this reform should be given credit for setting in stone principles mainly established by case-law, and for making French law more accessible, which non-legal professionals will undoubtedly highly appreciate.
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Published at 29 August 2016
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: July / August 2016
In order to remedy the growing reluctance of banks to extend credit to micro-companies, small- and medium-sized businesses and so called entreprises de taille intermédiaire, i.e. literally intermediate-sized companies, the Law on growth, economic activity and equality of economic opportunity, commonly known as the “Macron Law”, has created a new exception to the French banking monopoly by allowing certain types of companies to grant short term loans under certain conditions.
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Published at 30 November 2015
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: November 2015
Wherever the ownership of equity shares is dismembered, when the shareholders resolve to pay a dividend out of distributable reserves, the right of use enjoyed by the beneficial owner of the equity shares applies – unless otherwise agreed upon between the beneficial owner and the bare owner – in the form of a quasi-usufruct to the “produits” derived from this distribution and paid in relation to the shares held in usufruct, so that the beneficial owner has a debt obligation to return such “produits” at the end of the usufruct, such debt, as per applicable legal provisions, being deductible from the estate assets when the usufruct lapses as a result of the death of the beneficial owner.
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Published at 26 August 2015
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: July / August 2015
After months of stormy debates, the Bill on growth, economic activity and equality of economic opportunity, commonly known as the “Macron Bill”, was finally enacted . During such debates, we focused on the contemplated measures concerning the confidentiality of accounts, the rules governing the allocation of free shares and so-called Bons de Souscription de Parts de Créateur d'Entreprise (company founder share warrants, i.e. security giving access to share capital reserved for employees or executives of new companies) . This article is primarily intended to provide additional information on these measures following the final provisions of the enacted Bill, as well as on takeover bids which have been already partly addressed on our Blog.
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