All publications by Soulier Avocats

Since April 2021, some information relating to the beneficial owner(s) of unlisted companies and legal entities incorporated in France is now freely accessible via the website “DATA INPI” managed by the Institut National de la Propriété Industrielle (French National Institute of Industrial Property).

This information includes: The identity, month and year of birth, country of residence and nationality of the beneficial owners, as well as the nature and extent of the beneficial interests they hold in the relevant company or legal entity.

The French Anticorruption Agency (Agence Française Anticorruption, hereinafter “AFA”) published its 2020 annual report in March 2021.

This provides the opportunity to review the key figures of its audit activities in one infographic, four years after its creation by the Law of December 9, 2016 on transparency, fight against corruption and modernization of economic life, known as the “Sapin II” Law.

While these figures help us identify a trend concerning the types of audits carried out and the entities concerned, the AFA could in the future extend these audits by deciding to subject more companies to the compliance scheme, as it seems to envisage in its latest guidelines.

Almost ten years after the Rana Plaza scandal and while many voices are being raised about human rights violations in the textile industry, the Paris Court of Appeals has recently issued a particularly interesting ruling combining corporate social responsibility and sudden termination of established business relationships.

Specifically, on March 24, 2021, it held that if a supplier fails to ensure that its subcontractors comply with its client’s code of ethics, the immediate termination of the business relationships cannot be considered as sudden within the meaning of Article L. 442-6 I §5 of the French Commercial Code.

Ordinance No. 2020-321 of March 25, 2020 adopted in furtherance of Law No. 2020-290 of March 23, 2020 has adapted the rules governing the holding and deliberations of meetings of shareholders and meetings of governing bodies of private law businesses and entities without legal personality to deal with the Covid19 pandemic.

Decree No. 2021-255 of March 9, 2021 extends until July 31, 2021 the application of the rules derived from said Ordinance and its Implementing Decree No. 2020-418 of April 10, 2020.

The entry into force of Decree No. 2021-255 is a good opportunity to review the various changes that have occurred since our last article on the subject published on our Blog on September 29, 2020.

Pursuant to Article 35 of the Brussels I recast Regulation, the local judge may order provisional or protective measures, even though another judge has been given – or has accepted – jurisdiction to rule on the merits of the case, in particular under the terms of a jurisdiction clause.

In a decision handed down on January 27, 2021, the Court de Cassation (French Supreme Court) ruled on the French judge’s power to order preparatory inquiries in futurum (literally for the future) and aligned its position with the autonomous notion of “provisional, including protective, measures” provided for by European Law.

In a fully reasoned ruling dated November 25, 2020, the Criminal Chamber of the Cour de Cassation (French Supreme Court) has reversed a case law that had been established for more than twenty years in “merger by acquisition” transactions (i.e., when a company is merged into another): The acquiring company may now, under certain conditions, be held criminally liable for an offence committed by the acquired company prior to the merger and for which it had not been convicted.