Corporate Law

The decision of the Paris Court of Appeals of June 2, 2020[1] provides valuable insights into the interplay, sometimes complex, between the various agreements entered into between a seller and a purchaser of shares, which agreements generally include a promise of sale agreement subject to conditions precedent, a set of representations and warranties (called garantie d’actif et de passif under French law) and the final purchase agreement that acknowledges the fulfillment of the conditions precedent and the proper completion of the sale transaction.

Decree No. 2020-925 of July 29, 2020 extends until November 30, 2020 the rules that eased the procedures governing the deliberations of shareholders’ meetings.

This provides the opportunity to review the temporary and exceptional derogations set up on the basis of Law No. 2020-290 of March 25, 2020 to secure the internal operation of companies through the adaptation of the rules governing the holding and deliberations of shareholders’ meetings to the health measures imposed by COVID-19.

The COVID-19 pandemic affect billions of people worldwide and has an increasingly devastating impact on the economy.

Companies are facing new challenges and the need for practical legal advice is more important than ever. Legal concerns relate to health restrictions, corporate governance, contracts, business transactions, insurance, insolvency and others.

In order to best assist our clients in these difficult times, we have prepared a summary of the main issues that businesses may face as a result of COVID-19.

In the unprecedented context of the health crisis created by the COVID-19 pandemic, private equity transactions slowed down sharply. Many funds have opted for a strategy aimed at focusing on their existing investment portfolio and supporting their investments to meet increased cash flow requirements.

This crisis also provides an opportunity to take a look back at a particularly dynamic year in 2019 for the French private equity investment market and to identify trends, both in terms of the investment methods hitherto favored by investors and in terms of the protection afforded to investors.

In the context of the Covid-19 epidemic and its impact on the European Union’s economy, the European Commission published on March 26, 2020 a communication designed to alert Member States to the need to protect strategic European assets from foreign direct investments.

While reaffirming the European Union’s openness to foreign investments, the European Commission encourages Member States to protect assets that cover the health needs of their citizens and, more generally, to safeguard Europe’s strategic capacities.

Adopted in furtherance of the Emergency Law No. 2020-290 of March 23, 2020 to deal with the Covid-19 epidemic, Ordinance No. 2020-318 dated March 25, 2020 adapting the rules relating to the preparation, closing, audit, review, approval and publication of accounts and other documents and information that private law legal persons and entities without legal personality are required to file or publish in the context of the covid-19 epidemic has introduced temporary exceptional derogations, particularly with regard to the approval of accounts.