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.
The internal whistleblowing system must be adapted to comply with the Law designed to improve the protection of whistleblowers that will come into force on September 1, 2022
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.
Cross-border simplified mergers: The management bodies of the companies involved in the merger are required to prepare a written report
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.
Law No. 2016-1691 on transparency, the fight against corruption and the modernization of the economy of December 9, 2016, commonly referred to as the “Sapin II Law”, has provided France with innovative tools inter alia to detect, prevent and punish corruption and breaches of probity.
The reinforcement of the legal arsenal to better fight corruption is one of the major pillars of this Law, and the risks associated to breaches of compliance rules can prove to be a deterrent for buyers in the context of M&A transactions.