Transfer of criminal liability in merger transactions: A major reversal of case law

Catherine Nommick, Esq.

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.

This is a landmark decision since the Criminal Chamber, which until then had equated the disappearance of a legal entity with the death of a natural person, had consistently held so far that that the principle of personal criminal liability precluded such a transfer of liability.

The French Anticorruption Agency publishes its new guidelines

Anaëlle Idjeri, Esq.

On January 12, 2021, the French Anti-Corruption Agency published its new guidelines which will serve as the reference framework for its investigations, effective from July 13, 2021.

These new guidelines, which are both more demanding and pragmatic because they have been adapted to take into account the inspections and audits carried out by the AFA since the entry into force of the former guidelines, deserve, in our opinion, the full attention of entities subject to Article 17 of the Sapin II Law.

Opinion of the French Data Protection Authority on the contemplated extension of the Contact COVID digital information system

Pauline Kubat, Esq.

In a deliberation No. 2021-006 issued on January 19, 2021, the Commission Nationale de l’Informatique et des Libertés (French Data Protection Authority, hereinafter the “CNIL”) gave its opinion on a draft Decree aimed at strengthening the system for tracing the chains of COVID-19 transmission, known as the “Contact Covid” information system, as part of the French Government’s strategy to fight against the spread of the virus.

This article outlines the CNIL’s main observations and recommendations which aim at maintaining the protection of often sensitive personal data while the draft Decree foresees a considerable and substantial extension of the information collected.

This article is also available in our COVID-19 Information Center.

The "loss of the leased property”: The legal basis relied upon to relieve a commercial lessee from its obligation to pay the rent during the first lockdown

Catherine Nommick, Esq.

As indicated in a recent article, the payment of commercial rents during successive lockdown periods is an issue that has given rise to numerous disputes.

In that article, we pointed that arguments based on force majeure, unforeseeability (a French law concept close to that of hardship) or non-performance, often used by lessees as a justification for not paying the rent, had been dismissed in the majority of court decisions handed down on this subject. In this context, the preferred course of action seemed to be the renegotiation of the lease agreement and its adaptation to the circumstances, as per the principle of good faith that governs the performance of contracts.

On January 20, 2021, the enforcement judge of the Paris Judicial Court opened up another way based on the “loss of the leased property”.

This article is also available in our COVID-19 Information Center.

Firm News

Jean-Luc Soulier has been portrayed in the special dossier "The 30 most influential lawyers in Lyon" published by Lyon Décideurs.

“Contributor Most Read in France, January 2021” Award

We are pleased to announce that our Firm has received the “Contributor Most Read in France, January 2021” award from Mondaq, one of the largest global online advisory content suppliers with more than one million registered users.

International Perspective - Golden Visa: Changes to the rules on obtaining a residence permit for investment in Portugal

This month, we are pleased to feature a contribution entitled Golden Visa: Changes to the rules on obtaining a residence permit for investment in Portugal authored by Francisco Lino Dias and Rita Alarcão Júdice, partners at the Portuguese law firm PLMJ.

A legislative authorisation in the 2020 State Budget 2020 authorised the Government to review the rules on residence permits for investment provided for in Law 23/2007 of 4 July by the end of 2020. The aim is to encourage investment in inland areas, urban regeneration, cultural heritage, activities of high environmental or social value, and productive investment and job creation.

In this context, in accordance with the Council of Ministers Communication of 22 December 2020, the Decree Law amending the rules on residence permits for investment was approved and finally published on 12 February 2021.