Strategic Lawering Paris Lyon Bruxelles

Corporate Law

Published at 27 June 2019
Author : Emilie Yildiz
E-newsletter: June 2019
Following a report drawn up by the General Inspectorate of Finance on the certification of the accounts of French small businesses, the Government has included in the Law on business growth and transformation, known as the "PACTE” Law , provisions for an harmonization of the thresholds for the appointment of statutory auditors regardless of the corporate form of the company whose accounts are certified, thereby raising the certification thresholds in commercial companies to the level of the thresholds for small businesses provided for in the Accounting Directive 2013/34/EU of the European Parliament and the Council of June 26, 2013. Focus on the Decree of May 24, 2019 allowing the entry into force of new thresholds contemplated by the PACTE law.
Read more
Published at 28 May 2019
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: May 2019
Law n°2019-486 of May 22, 2019 on business growth and transformation, known as the “PACTE” Law, aims at “improving and diversifying business financing methods”. It is in this context that various measures have been taken to clarify and modernize the rules governing preferred shares.
Read more
Published at 30 April 2019
Author : Emilie Yildiz
E-newsletter: April 2019
On May 17, 2017, Directive 2017/828 of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement in listed companies was adopted. This revision of Directive 2007/36/EC aims to change practices brought about by the 2008 financial crisis, which, by promoting short-term yields, lead to sub-optimal corporate governance and performance.
Read more
Published at 29 March 2019
Author : Emilie Yildiz
E-newsletter: March 2019
There are many legal cases and court decisions concerning the exclusion of shareholders because disputes between shareholders are frequent and the exclusion sensitive to implement practice. While judges ensure strict compliance with the terms and conditions that govern the exclusion of shareholders, some legal tricks do enable to circumvent the inflexibility of the rules of law. This is the case in a decision handed down on October 24, 2018 by the Cour de Cassation (French Supreme Court) in which it approved a by-laws provision that deprived the shareholder whose exclusion was contemplated of his right to participate in the decision and to cast a vote on the exclusion resolution.
Read more
Published at 27 February 2019
Author : Chems Idrissi
E-newsletter: February 2019
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.
Read more
Published at 30 January 2019
Author : Emilie Yildiz
E-newsletter: January 2019
In a previous article published in October 2018, we addressed the bill on business growth and transformation, known as the “PACTE Bill” in French, and commented the provisions concerning the increase of the thresholds applicable for the appointment of statutory auditors and the end of the compulsory appointment of statutory auditors in certain types of companies. The National Assembly has passed an amendment to the Bill and adopted it in first reading. The new version of the Bill allots a new task to statutory auditors: The performance of a legal audit of small companies.
Read more
Published at 29 December 2018
Author : Chems Idrissi
Category : Corporate Law
E-newsletter: December 2018
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.
Read more
Published at 30 November 2018
Author : Emilie Yildiz
Category : Corporate Law
E-newsletter: November 2018
For several years, the judgments of the European Court of Justice have constantly challenged certain provisions of the French General Tax Code relating to groups’ tax consolidation system. And for a good reason: The various regimes existing within the European Union restrict the freedom of establishment and none of the reasons given by the Member States to justify such restriction is acceptable to the Advocate General of the Court. The draft finance bill for 2019 therefore provides for several important measures to bring the French tax consolidation system into line with European Union law on a long-standing basis.
Read more
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.
Read more
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)”.
Read more