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Corporate Law

Published at 31 October 2018
Category : Corporate Law
E-newsletter: October 2018
The Bill on business growth and transformation and the Bill for the modernization of business transfers are important items on the Minister of Economy and Finance’s end-of-year agenda. While one Bill is promoted by the government and the other by the Parliament, both aim at simplifying the internal operation of companies. This article focuses on two measures intended to remedy the shortcoming of previously implemented schemes that have been sometimes contested.
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Published at 30 May 2018
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: May 2018
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)”.
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Published at 28 February 2018
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: February 2018
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.
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Published at 30 January 2018
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: January 2018
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.
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Published at 29 November 2017
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: November 2017
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.
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Published at 30 August 2017
Category : Corporate Law
E-newsletter: July / August 2017
In the wake of the large-scale program launched in France in 2013 to simplify the regulatory framework applicable to businesses, Decree n°2017-932 of May 10, 2017 introducing various simplification measures for businesses has streamlined the formalities that foreign companies must carry out to invest in France. This simplification must not, however, mask the French government’s intention to maintain an effective screening of foreign investments in so-called sensitive sectors deemed crucial to France’s national interests in terms of public order, public security and national defense.
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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
E-newsletter: March 2017
In a decision dated January 31, 2017, the Commercial Chamber of the Cour de Cassation (French Supreme Court) held that “unless otherwise agreed upon between the parties, the first demand guarantee, that does not follow the guaranteed obligation, is not transferred in case of a split-up”. This position has already triggered many comments and conflicting views. It deserves special attention given that, in particular, first demand guarantees are an essential issue for businesses and supposed to ensure legal certainty for their beneficiaries.
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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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