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Corporate Law

26 March 2021 | Sophia El Makhoukhi

COVID-19: New extension of the rules governing meetings and deliberations of shareholders and governing bodies

Ordinance No. 2020-321 of March 25, 2020 adopted in furtherance of Law No. 2020-290 of March 23, 2020 has adapted the rules governing the holding and deliberations of meetings of shareholders and meetings of governing bodies of private law businesses and entities without legal personality to deal with the Covid19 pandemic.

Decree No. 2021-255 of March 9, 2021 extends until July 31, 2021 the application of the rules derived from said Ordinance and its Implementing Decree No. 2020-418 of April 10, 2020.

The entry into force of Decree No. 2021-255 is a good opportunity to review the various changes that have occurred since our last article on the subject published on our Blog on September 29, 2020.

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26 February 2021 | Catherine Nommick

Transfer of criminal liability in merger transactions: A major reversal of case law

In a fully reasoned ruling dated November 25, 2020, the Criminal Chamber of the Cour de Cassation (French Supreme Court) has reversed a case law that had been established for more than twenty years in “merger by acquisition” transactions (i.e., when a company is merged into another): The acquiring company may now, under certain conditions, be held criminally liable for an offence committed by the acquired company prior to the merger and for which it had not been convicted.

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30 October 2020 | Florence Grangerat

Share deal: What happens in case of seller’s omission in the representations intended to be exhaustive?

The decision of the Paris Court of Appeals of June 2, 2020[1] provides valuable insights into the interplay, sometimes complex, between the various agreements entered into between a seller and a purchaser of shares, which agreements generally include a promise of sale agreement subject to conditions precedent, a set of representations and warranties (called garantie d’actif et de passif under French law) and the final purchase agreement that acknowledges the fulfillment of the conditions precedent and the proper completion of the sale transaction.

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29 September 2020 | Catherine Nommick

Extension of the rules governing meetings of shareholders and meetings of governing bodies of private law businesses

Decree No. 2020-925 of July 29, 2020 extends until November 30, 2020 the rules that eased the procedures governing the deliberations of shareholders’ meetings.

This provides the opportunity to review the temporary and exceptional derogations set up on the basis of Law No. 2020-290 of March 25, 2020 to secure the internal operation of companies through the adaptation of the rules governing the holding and deliberations of shareholders’ meetings to the health measures imposed by COVID-19.

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30 June 2020 | Florence Grangerat

Private equity in France: Preferred structures and protection mechanisms available to investors

In the unprecedented context of the health crisis created by the COVID-19 pandemic, private equity transactions slowed down sharply. Many funds have opted for a strategy aimed at focusing on their existing investment portfolio and supporting their investments to meet increased cash flow requirements.

This crisis also provides an opportunity to take a look back at a particularly dynamic year in 2019 for the French private equity investment market and to identify trends, both in terms of the investment methods hitherto favored by investors and in terms of the protection afforded to investors.

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29 April 2020 | Catherine Nommick

Covid-19: What consequences on foreign direct investments?

In the context of the Covid-19 epidemic and its impact on the European Union’s economy, the European Commission published on March 26, 2020 a communication designed to alert Member States to the need to protect strategic European assets from foreign direct investments.

While reaffirming the European Union’s openness to foreign investments, the European Commission encourages Member States to protect assets that cover the health needs of their citizens and, more generally, to safeguard Europe’s strategic capacities.

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