Strategic Lawering Paris Lyon Bruxelles

Corporate Law

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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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 26 December 2016
Category : Corporate Law
E-newsletter: December 2016
Adopted by the French Parliament on November 8, 2016, the Law on transparency, the fight against corruption and the modernization of the economy, commonly referred to as the “Sapin II Law” (the “Law”) “is intended [according to the French Government], more than 20 years after the Law no. 93- 122 of January 29, 1993 on the prevention of corruption and the transparency of business life and public procedures, to support further progress with regard to transparency and modernization of business life and the relationships between economic players and public decision-makers”. This article focuses on measures that impact French corporate law.
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Published at 29 November 2016
Category : Corporate Law
E-newsletter: November 2016
Law n°2011-103 of January 27, 2011 on balanced representation of men and women on boards of directors and supervisory boards and on gender equality in the workplace, also known as the “Copé-Zimmermann” Law, provides for the phased introduction of a greater gender diversity in boards of directors of large French companies. The last stage of implementation of this Law will start on January 1, 2017. This provides an opportunity to make a status report on this legislation that has already inspired many other countries.
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Published at 28 October 2016
Category : Corporate Law
E-newsletter: October 2016
Ordinance n°2016-131 of February 10, 2016 for the reform of contract law, the general regime of obligations and proof of obligations (the “Ordinance”) came into force on October 1, 2016. One of the innovative provisions introduced by the reform is codified in new Article 1161 of the French Civil Code under which a so-called “contract with oneself” which creates a conflict of interest in representation is void. The implementation of this provision will raise difficulties, in particular with respect to its articulation with other rules set forth in the French Commercial Code and that apply, in particular, within corporate groups.
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