Corporate Law

French corporate law has been substantially amended in 2011 following the enactment of the Law n°2011-525 of May 17, 2011 for the Simplification and Improvement of the Quality of Law (the “Law”). In our February 2011 e-newsletter, we outlined the main contemplated measures – that were still being discussed at that time – and underlined […]

The Bill for simplification and improvement of the quality of law (the “Bill”) is a follow-up to the measures that have been taken over the past few years by the French Government and Parliament in order to reduce the complexity of French law. Introduced on August 7, 2009 by Mr. Jean-Luc Warsmann, Member of Parliament […]

In our preceding e-newsletter, we announced the forthcoming end of the “serial” story on the delegations of powers within French Sociétés par Action Simplifiées («SAS»). It is done! The Cour de Cassation (France’s Supreme Court) declared the end of the debate in two landmark judgments rendered on November 19 (Decisions no. 268 and no. 269). […]

Nowadays, managing a business requires so many particular and complex skills and competences that no one would challenge the necessity to authorize a corporate manager to delegate part of his powers and authority to officers vested with specific responsibilities. To be valid, a delegation of powers must meet certain requirements that have been progressively defined […]

In a decision dated December 15, 2009[1], the Commercial Chamber of the Cour de Cassation (French Supreme Court) recalled the importance of the drafting of pre-emption clauses and ruled that such clauses would not apply in case of contribution of shares. Please recall that a pre-emption clause gives shareholders a priority right to acquire any […]

In a decision rendered on March 17, 2009[1], followed much later by legal commentaries, the Commercial Chamber of the Cour de Cassation (French Supreme Court) recalled the importance of the drafting of the clauses of the by-laws that contain restrictions on the free disposal of shares. In the case in question, the petitioner disputed the […]