Published on April 25, 2018, Proposal for a Directive of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions has the objective to “provide specific and comprehensive procedures for cross-border conversions, divisions and mergers to foster cross-border mobility in the EU while, at the same time, offering company stakeholders [i.e. employees, creditors and shareholders] adequate protection in order to safeguard the fairness of the Single Market.”
This article provides an overview of the contemplated procedures.
The Bill on business growth and transformation, known as the “PACTE Bill” in French, aims at eliminating barriers to business growth through the diversification of financing modes while protecting companies that conduct so-called “strategic” activities. The wide range of contemplated measures includes the creation of a clear legal regime governing initial coin offerings (“ICOs”) and the improvement and strengthening of sanctions in case of non-compliance with the rules applicable to foreign investments in France.
The PACTE Bill was adopted at first reading by the National Assembly on October 9, 2018 and will be discussed by the Senate in January 2019.
Unlisted companies and legal entities required to be incorporated with the Register of Trade and Companies (RCS) and headquartered in France (in particular branches of foreign corporations established in France) have recently come under the obligation to disclose to the clerk of the Commercial Court the identity of their beneficial owner(s) as well as the way in which he/she/they exercise(s) control over the relevant company or entity.
Decree n°2018-284 of April 18, 2018 (finally!) specifies what is precisely meant by “beneficial owner (s)”.
The issue of the impact of artificial intelligence (“AI”) on the workplace unleashes fierce passions: Some fear – sometimes rightly – a massive destruction of jobs in the coming years because of the emergence of AI. Others are more moderate and rather anticipate an evolution in the way we work, through the adaptation and redefinition of jobs, and the creation of new opportunities. What is the real truth?
The 2018 Finance Act introduces changes to the tax treatment of free shares (Attributions Gratuites d'Actions or “AGA” under French law.)
This provides the opportunity to review the applicable legal and tax regimes.
The 2018 Finance Act introduces changes to the tax treatment of 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, commonly referred to as “BSPCEs”).
This provides the opportunity to review the legal and tax regimes applicable to BSPCEs.
Since August 1, 2017, unlisted companies and legal entities required to be incorporated with the Register of Trade and Companies and based in France (in particular foreign corporations with an establishment in France) 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. This document must be produced in support of the registration application.
Companies that meet these criteria and that were already incorporated as of August 1, 2017 must comply with this obligation by April 1, 2018 at the latest.
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?
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.
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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