We assist companies operating on “B to B” and “B to C” markets, which gives us a good knowledge and a clear understanding of issues that are specific to business relationships involving the general public. We counsel corporate clients operating in a wide range of highly competitive market segments (including in the industrial field) on competition & antitrust requirements, help them deal with unscrupulous competitors and, as the case may be, defend them before competent jurisdictions.
Distribution law is at the crossroad of economic analysis on the one hand, and the structuring of contractual relationships for the sale of products and services on the other hand. As such, it embraces a whole set of rules that govern activities concerning both (i) distribution and sale transactions, and (ii) the relationships between the various market players.
In this context, our services are structured around two lines of action:
- Legal assistance on the choice of the distribution method that is the best adapted to our clients’ activities: exclusive or selective distribution, franchise, commercial agency, buyer-reseller or commissionaire;
- Preparation and negotiation of any and all types of contracts (including in bilingual versions) specific to each relevant distribution method: exclusive / selective distribution contracts, franchise agreements, commercial agency contracts, commissionnaire agreements;
- Preparation of all types of general terms and conditions: General Terms of Purchase, General Terms of Sale, General Terms of Service, including for merchant websites, both for “B to B” and “B to C” market players;
- Legal analysis of the commercial and business practices to ensure compliance with price transparency requirements.
Soulier represents and defends businesses in all types of disputes that may arise from or in connection with their business relationships with commercial partners, including, but not limited to, in relation to breach of negotiations, termination of contractual relationships and/or established business relationships. We have successfully defended foreign corporations sued for sudden breach of established business relationships (Article L.442-6-I-5 of the French Commercial Code).
In addition to contracts that are specific to supplier-distributor (or purchase-sale) relationships and given the large number of industrial groups and companies that we serve, our Business Law team is well-versed in preparing and negotiating specific forms of agreements that are most of the time extremely complex due to their technicity and the international dimension of the relevant market operators, e.g. manufacturing contracts, agreements for the packaging, logistics, management and disposal of waste, EPC contracts, real estate development contracts pertaining to major construction projects, etc.
Under French competition law, a distinction must be made between (i) free competition, the key principles of which derive from the antitrust rules laid down by the Treaty on the Functioning of the European Union and the works of the European Commission, and (ii) French national competition law, a French specificity, that deals with practices that restrict competition (governed by Article L.442-6 of the French Commercial Code) and unfair competition. Soulier assists its clients in these two aspects of competition law:
Anti-competitive practices / merger control
Our Business Law team has an in-depth knowledge of anti-competitive practices. It regularly prepares and reviews contractual documents to ensure compliance with French and EU competition laws, including, but not limited to, with respect to vertical / horizontal restrictions. Our lawyers undertake upstream advisory works on the design and implementation of compliance programs, represent businesses in proceedings before the French Competition Authority and analyze the controllability of contemplated transactions under applicable merger control requirements and, as the case may be, proceed with the notification to the competent authorities.
French national competition law (practices that restrict competition, unfair competition)
Through their activities both as advisors and litigators, our lawyers handle all issues related to practices that restrict competition (Article L.442-6 of the French Commercial Code) and leverage on their expertise to prepare and negotiate all types of contracts. They also represent and defend corporate clients in relation to disputes falling within the scope of Article L.442-6 of the French Commercial Code (sudden breach of established business relationships, material imbalance in the parties’ rights and obligations, etc.).
With respect to unfair competition, our team regularly reviews, validates and ensures compliance of business practices and marketing campaigns implemented by companies operating in highly competitive markets. Our lawyers also assist clients in initiating proceedings and defend companies sued by competitors for alleged unfair competition practices. For this type of matters, they work in close collaboration with the Firm’s Labor & Employment team.
Because many of our clients operate on the “B to C” market, our Business Law lawyers have developed a significant expertise in the preparation of contractual documents aimed at consumers, including, but not limited to, General Terms of Sales available on merchants websites, to ensure compliance with legal requirements in terms of consumer information, balanced contractual terms, consumers’ right of withdrawal, confidentiality and protection of personal data.