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.
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.
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
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.