Articles

November 2019/CORPORATE:  Foreign investments control regime in France: reinforced sanctions and tighter controls under PACTE law following new EU regulation

Foreign investments control was a hot topic on the European and French legislative agenda for 2019.  At European level, concerns over the adequacy of the current control regimes of EU member states led to the adoption of a new EU regulation setting a framework for foreign investments control and creating a cooperation mechanism among the European commission and member states.  In France, PACTE law has brought about reinforced sanctions and tighter administrative controls to the foreign investments control regime.

This note provides a general overview of the new EU regulation, followed by an overview of the French foreign investments control regime and the changes effected by PACTE law.

Article Foreign Investments Control in France v5 nov 2019

 

September 2019/CONTRACTS:  Suspend performance or terminate a contract for material breach under US law

During the performance of a contract, a party may find itself in the unhappy position of discovering that its contracting party has failed to perform its contractual obligation.  For example, a buyer of goods discovers that the goods are defective. Or a supplier is not paid in a timely manner by its customer.  This article provides guidance under US law on when a party is entitled to suspend performance or terminate a contract for material breach by the other party.

Article suspension and termination for material breach v9 Sept 2019

This article was also published in “La grande bibliothèque du droit” of the Paris bar in September 2019, at https://www.lagbd.org/index.php/Suspend_performance_or_terminate_a_contract_for_material_breach_under_US_law_(us).

 

July 2019/CORPORATE:  PACTE law liberalizes use of preferred shares to encourage financing of companies

Preferred shares of stock are a tool allowing business owners to achieve a number of business objectives, such as raising fresh capital, organizing a succession, or incentivizing employees.  Article 100 of the new PACTE law liberalizes the use of preferred shares, removing a number of prior restrictions on their use, with the aim of encouraging companies to use preferred shares as a tool to raise capital and achieve other objectives.

Article PACTE preferred stock v1 July 2019

This article was also published in “La grande bibliothèque du droit” of the Paris bar in July 2019, at http://www.lagbd.org/index.php/PACTE_law_liberalizes_use_of_preferred_shares_to_encourage_financing_of_companies_(fr).

 

May 2019/CORPORATE:  PACTE law for growth and transformation of companies modernizes corporate law rules

Doing business in France has just become a little easier.  The French legislature has adopted the PACTE law for the growth and transformation of companies, part of a series of business-friendly reforms lightening constraints so as to encourage small- and medium-sized companies to grow and create jobs. Following a review by the constitutional council, which approved a majority of its provisions , the PACTE law was published on 23 May 2019.

This article discusses PACTE provisions on corporate law:

  • Company registration simplification
  • Unique electronic company register and simplification of declaration procedures
  • Outside auditor (“commissaire aux comptes”) for certification of financial statements

Article PACTE law v5 June 2019

This article was also published in “La grande bibliothèque du droit” of the Paris bar in June 2019, at www.lagbd.org/index.php/PACTE_law_for_growth_and_transformation_of_companies_modernizes_corporate_law_rules_(fr).

 

February 2019/COMPLIANCE:  New French law Sapin II on anti-corruption programs and whistle-blowing systems (originally written in Oct. 2017) (available upon request)

Companies with a significant presence in France should take note of important new French legislation requiring large companies to implement anti-corruption compliance programs.  The Sapin II Law also requires mid-sized companies to implement whistle-blowing systems to collect and handle reports of compliance violations.  This development represents an important endorsement of compliance programs and their value and importance.