Compliance implications in M&A transactions

Catherine Nommick, Esq.

Law No. 2016-1691 on transparency, the fight against corruption and the modernization of the economy of December 9, 2016, commonly referred to as the “Sapin II Law”, has provided France with innovative tools inter alia to detect, prevent and punish corruption and breaches of probity.

The reinforcement of the legal arsenal to better fight corruption is one of the major pillars of this Law, and the risks associated to breaches of compliance rules can prove to be a deterrent for buyers in the context of M&A transactions.

Employment contract under foreign law performed and terminated in France: How to manage the conflict of laws?

Fabien Pomart, Esq. and Matthieu Blaschczyk, Esq.

In a decision dated December 8, 2021, the Cour de Cassation (French Supreme Court) confirmed that when the mandatory provisions of French law regarding the termination of an employment contract are more favorable, they apply to employment contracts under foreign law performed in France.

The Tribunal Judiciaire of Paris has sole jurisdiction to hear duty of vigilance lawsuits

Laure Marolleau, Esq.

Parent companies and large companies acting as principals may be held liable in the event of a breach of their duty of vigilance.

This duty of vigilance takes into account inter alia the risks of environmental damage associated with the operations of these companies, as well as those of their subsidiaries, subcontractors or suppliers.

The debate as to which court is competent to assess a vigilance plan has just been definitively settled: The Paris Judicial Court (Tribunal Judiciaire de Paris) has exclusive jurisdiction to hear disputes over the duty of vigilance.

Inventions by non-employees: Awaited extension of the regime applicable to employees with respect to software and service inventions

Sandrine Petoin, Esq.

Ordinance No. 2021-1658 of December 15, 2021 relating to intellectual property rights in assets generated by software developers or inventors who are neither employees nor public agents and who have been hosted by a legal entity carrying out research unifies French intellectual property law with respect to service inventions.

Additional requirement concerning the employer's redeployment obligation when an employee is declared unfit for work: This obligation must be fulfilled with loyalty!

Fabien Pomart, Esq. and Matthieu Blaschczyk, Esq.

In a decision dated January 26, 2022, the Cour de Cassation (French Supreme Court) clarified that the presumption introduced by Article L. 1226-12 of the French Labor Code only applies if the redeployment position offered to an employee declared unfit for work is as comparable as possible to the position previously held by that employee, thereby imposing a duty of loyalty on the employer.

Third-party owner of a property liable to confiscation: Without informing, you shall not seize

Victor Trouttet, Esq.

As early as 2016, the then Minister of Justice, Christiane Taubira, stressed the importance of criminal seizures in the legal arsenal.

The current interest in this process can be explained by the fact that it allows for a patrimonial penalty that deprives the perpetrator of the proceeds of his/her offense and, consequentially, of a title considered to be more fraudulent than legitimate.

However, the confiscation sometimes does not only affect the perpetrator of the offense but also a third-party owner of the seized property who has not committed any offenses.

“Most Popular Article, France January 2022” Award

We are pleased to announce that our Firm has received from Mondaq, one of the largest global online advisory content suppliers with more than one million registered users, the “Most Popular Article France, January 2022” award for the article entitled French Climate and Resilience Law: What impact on corporate law? authored by Laure Marolleau.