Corporate Law

Pursuant to the first paragraph of Article L. 227-16 of the French Commercial Code, “In accordance with the conditions which they so determine, the by-laws may specify that a shareholder may be required to sell the shares he/she/it holds in the company.”

The second paragraph of Article L. 227-19 of the French Commercial Code, in its version applicable since July 21, 2019, stipulates that the exclusion clauses referred to in Articles L.227-18 “can only be adopted or amended pursuant to a unanimous decision of the shareholders, in the manner and under the conditions provided for in the by-laws”.

In a recent decision issued on December 9, 2022, following four applications for a preliminary ruling on the issue of constitutionality, the Constitutional Council ruled on the conformity of these provisions with the French Constitution.

In a judgment handed down on November 22, 2022, the Court of Justice of the European Union, sitting as the Grand Chamber, held that, in the light of the Charter of Fundamental Rights of the European Union, the provision of the so-called anti-money laundering Directive whereby Member States must ensure that the information on the beneficial owners of corporate and other legal entities incorporated within their territory is accessible in all cases to any member of the general public is invalid.

The creation of a company, which is far from insignificant, requires considering various issues before the incorporation so that the project can be carried out successfully and achieved in the most relevant way possible.

As legal advisor, one of the first questions that the lawyer must ask his/her client is the overall purpose of the entrepreneurial project.

In order to strengthen the protection of whistleblowers and prevent the risks of retaliation measures within their company, Law No. 2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life requires companies with more than 50 employees to set up an internal whistleblowing system.

Law No. 2022-401 of March 21, 2022 designed to improve the protection of whistleblowers requires companies to update their internal whistleblowing system.

The Legal Committee of the Association Nationale des Sociétés par Actions (French association of joint stock companies, commonly referred to by its acronym “ANSA”) met on March 2, 2022 to express its opinion on the application, in the context of cross-border simplified mergers, of the exemption from the obligation to prepare a written report provided for in the context of domestic simplified mergers.

A brief reminder of the applicable rules in this area is necessary before presenting the issue at stake and the clarification given by ANSA.

It is clear that family-owned sociétés civiles immobilières (non-commercial property holding companies) are an inexhaustible source of litigation, particularly with regard to the rights of the usufructuary.

The ruling handed down by the Third Civil Chamber of the Cour de Cassation (French Supreme Court) on February 16, 2022 provides another significant example of this as it was published in the Bulletin of the Cour de Cassation.