E-newsletter  -  May 2017

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Banking & Finance
A new status for Security Agents under French law

Catherine Nommick

Ordinance n°2017-748 of May 4, 2017 adopted in furtherance of the so-called “Sapin II” Law on transparency, fight against corruption and modernization of the economy, adds a new element to the concept of Security Agent in the context of syndicated loans, thereby offering banks and other institutions an efficient and secure device comparable to what is known, in particular in Anglo-Saxon countries, as the “Security Trustee”.

This widely welcomed reform should contribute to improve the competitiveness of the French finance industry with respect to syndicated financing.

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Business Law
Courts having jurisdiction to hear disputes related to restrictive trade practices: The Cour de Cassation departs from previous case-law

Stéphanie Yavordios

Appeals lodged in disputes based on Article L. 442-6 of the French Commercial Code (the “FCC”) on restrictive trade practices – including, but not limited to, significant imbalance in the rights and obligations of contractual parties and sudden breach of established business relationships – fall within the exclusive jurisdiction of the Paris Court of Appeals. This rule had been so far applied extensively by the Cour de Cassation (French Supreme Court).

In a decision dated March 29, 2017, confirmed by a second decision dated April 26, 2017, the Cour de Cassation reversed its case law and ruled that in certain circumstances such disputes can escape the exclusive jurisdiction of the Paris Court of Appeals and be validly brought before another court of appeals.

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Corporate Law
Use of intermediary(ies) within the meaning of Article L. 642-3 of the French Commercial Code

Chems Idrissi

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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Experts’ contributions
Lobbying (Scotland) Act 2016

We are pleased to publish this month a contribution entitled Lobbying (Scotland) Act 2016, authored by our colleague Stephen Phillips, Partner at Burness Paull LLP, one of Scotland’s leading commercial law firms.

The Lobbying (Scotland) Act 2016 received the Royal Assent on 14 April 2016; however, its substantive provisions are not yet in force.

It is expected that it will come fully into force in early 2018, with an exact date to be announced later this year.

The Act is intended to increase transparency surrounding lobbying in Scotland. It creates a regulatory framework designed to control some forms of lobbying, defined as “regulated lobbying”.

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Republican values: What recent legal and case-law developments?

André Soulier acted as panelist in the “Discussions of Caluire et Cuire–Jean Moulin” colloquium that took placed on May 25 and 26, 2016 with a series of symposiums, workshops and round-tables on the following topic: “ individual responsibility of everyone in general and of civil servants in particular in defending the values of the French Republic”. The booklet that includes the text of the speeches and lectures delivered during the colloquium has just been published.

André Soulier lectured about “Republican values: What recent legal and case-law developments?”

Read the full text of the lecture given by André Soulier (in French)

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