Mr Rhidian David

Rhidian David

Updates

Company & Commercial

Supreme Court reaffirms Dailly assignments
France | 12 March 2018

The Commercial Division of the Supreme Court has clarified how an assignment of business receivables, known as a 'Dailly assignment', operates. Through this decision, the Supreme Court has reinforced the effectiveness of the Dailly assignment mechanism by giving full effect to the assigned debtor's actual knowledge of the assignment and by giving no effect to contractual provisions that restrict assignment.

New law introduces ethical accountability for corporates
France | 27 November 2017

The new law on the duty of vigilance for parent companies and principal contractors aims to improve the accountability of multinational companies, prevent serious incidents in France and abroad and allow parties to obtain compensation for losses which they suffer as a consequence of non-compliance. To achieve these aims, the law requires companies to draft an awareness plan and implement a monitoring and whistleblowing system. It also introduces penalties for non-compliance.

Impact of Sapin II Law on company law
France | 03 July 2017

The Sapin II Law aims to support transparency, modernise business activity and combat corruption. It introduces measures to regulate executive pay in listed companies, simplify company law and modernise bond issues. Among other things, it has simplified the procedure for contributions of goodwill, abolished the prior authorisation requirement for certain transactions and simplified the procedure for issuing bonds.

Supreme Court ruling reinforces corporate veil
France | 06 March 2017

The concept of de facto management makes it possible to hold a parent company liable for its subsidiary by requiring that it make up any shortfall in its assets if the subsidiary is insolvent. This ultimately leads to a piercing of the corporate veil. A recent Supreme Court ruling points to a shift in case law towards a more restrictive interpretation of de facto management, thereby reinforcing the corporate veil.

Sudden termination of established commercial relationship in international context: lessons from recent EU ruling
France | 28 November 2016

A recent landmark European Court of Justice (ECJ) ruling calls into question the type of liability incurred when an established commercial relationship is suddenly terminated. According to the ECJ, the liability is contractual, whereas for the French Supreme Court, tortious liability arises. The practical consequences of this ruling are significant in that EU law on jurisdiction differs substantially, depending on whether the liability in question is tortious or contractual.

Law of obligations reform: six takeaways
France | 22 August 2016

The long-awaited reform of the law of obligations was recently issued by the Ministry of Justice. Even though the reform is mostly a codification of existing case law, it establishes a number of innovations, such as hardship and anticipatory non-performance. Legal advisers should pay close attention to the changes introduced by the reform when drafting, interpreting or enforcing contracts.

Continuation of established commercial relationships in context of business sales
France | 13 June 2016

As the sale of a business does not automatically involve a transfer of the seller's rights and obligations to the buyer, this raises the issue of whether commercial relationships entered into by the seller must be continued by the buyer or whether they constitute new relationships created when the business is taken over. A recent Supreme Court decision clarified the law in this area.

New information measures to boost employee buy-outs of SMEs
France | 28 March 2016

Article 18 of Law 2014-856 has introduced a new requirement for small and medium-sized companies to provide employees with information every three years about buying out their company. The main aim of the legislation is to improve employee awareness of the benefits and difficulties of buying their company and to provide information about the aid packages that are available.

Tougher environmental information disclosure obligations for sociétés anonymes
France | 18 January 2016

New legislation requires certain limited liability companies to include social and environmental and corporate responsibility information in their annual reports. While it should help to foster greater transparency and social and environmental responsibility, it also increases red tape and thus sits uneasily with the government's ambition of boosting economic growth by simplifying rules and regulations for businesses.

Supreme Court ruling clarifies parent company liability
France | 06 July 2015

Within a group of companies, the principle that a company is autonomous and independent provides the basis for the legal independence of a subsidiary in relation to its parent company or the other companies within the group, and for the fact that a parent company cannot be held liable for the actions of its subsidiaries. However, the courts and the legislature have created exceptions to this principle in order to protect third parties.

Commercial agents: to be or not to be?
France | 09 March 2015

Manufacturers and service providers often have recourse to third-party companies or individuals, commonly referred to as 'agents', to promote their products or services in France. However, even when a relationship is regulated by an agreement which clearly sets out each party's obligations and rights, disputes can arise regarding the qualification of the relationship as a commercial agency.

New rules for shareholders under crowdfunding legal framework
France | 08 December 2014

The government recently introduced legislation to regulate crowdfunding and protect investors. If a simplified joint stock company offers securities to the public through crowdfunding, it must now comply with a number of rules that apply to public limited companies. The changes are designed to give shareholders better information and more say over the company's affairs.

Initiative to cut red tape continues
France | 08 September 2014

A new presidential order, which implements a number of measures previously announced in Law 2014-1, affects regulated agreements, the time limit for holding annual general meetings and the enforceability of share transfers in certain companies. Further, as part of an ongoing initiative to boost competitiveness by simplifying business rules and regulations, the Senate is debating a draft law on the simplification of business rules.

Terminating a business relationship? Plan ahead
France | 02 June 2014

France has specific, mandatory rules governing the termination of commercial relationships. Foreign business partners who have dealings in France or with French partners are often unaware that terminating their business relationship could lead to liability in tort under French law, even if there is no breach of contract or the business relationship has been performed outside of France.

Initiative to cut red tape gathers pace
France | 24 February 2014

New legislation aims to simplify the rules and regulations applicable to companies. The government's objective is to help businesses by reducing bureaucracy and relaxing the multitude of regulations that affect them. The legislation also seeks to modernise administrative procedures, allowing companies to focus on their core activities, in order to boost competitiveness.

Employees get a bigger say in the boardroom
France | 14 October 2013

A recent law has brought about greater employee involvement in corporate governance by introducing a new system of employee representation on boards of directors and supervisory boards. It takes a cautious approach, applying only to groups that employ a relatively large workforce, and does not address whether employee-appointed directors should be entitled to sit on key committees, such as remuneration or audit committees.

Shareholders' right of action - a growing trend
France | 29 July 2013

Shareholders are increasingly resorting to legal action to protect their investments not only when they have suffered a loss directly, but also when the company in which they hold shares has suffered the loss. However, their scope of action remains limited in the latter case: their only remedy is to take action against the company executives who fail to defend the company properly against third parties for the company's loss.

Having a say on pay the French way
France | 22 April 2013

France has so far lagged behind efforts to give shareholders a greater say on remuneration for corporate officers. However, the government has indicated that it may propose legislation later in the year, possibly before the summer, to modernise legislation on corporate executive pay. To this end it is consulting stakeholders on the shape that future changes could take.

Intra-group management agreements: beware the pitfalls
France | 08 October 2012

Management agreements have become a useful tool for the effective organisation of management structures within group companies. However, their implementation is far from risk free. The most sensitive area is the provision by the holding company of core executive management functions, such as general leadership, supervision and strategy, as opposed to more technical or accessory functions, such as finance or IT.

Share transfer duty - all change (again)
France | 09 July 2012

Hot on the heels of the changes introduced by the 2012 finance law, further amendments have now been made to transfer duties due on the transfer of securities. Under the new provisions, share transfers in listed and unlisted companies will be subject to a single rate of 0.1% instead of the previous three-band scale.

Reducing the company law burden
France | 30 April 2012

The legislature recently introduced a diverse package of measures designed to modernise French company law by introducing simplified procedures and removing constraints across a wide range of areas. Among other things, the rules on the preparation and filing of annual accounts have been simplified; but the Commercial Court has gained more powers to require companies to comply with their filing requirements.

Gender equality within governing bodies of French companies – a template for Europe?
France | 16 January 2012

In 2011 Parliament passed legislation which aims to achieve a better balance between men and women in company boardrooms. The law mandates that governing bodies must deliberate annually on the company's policy on equal opportunities, and establishes a quota whereby at least 40% of members of the board of directors and supervisory board must be women.

Increase in dividends triggers bonus for employees under new law
France | 26 September 2011

A new law gives employees of French companies new rights to a bonus payment. The new legislation comes amid increasing consensus, both in France and elsewhere, in favour of greater social responsibility in the way in which businesses are run and a more equitable share for employees in the fruits of their company's success.

Derivatives

Preparations for no-deal Brexit: continued application of market master agreements
France | 29 May 2019

The government recently adopted Ministerial Order 2019-75, which aims to ensure that International Swap Derivatives Association-type master agreements on financial services continue to be used. To enable EU clients to pursue their existing contractual relationships after a no-deal Brexit, the order offers a simplified method of replicating a master agreement with an EU entity that belongs to the same group of companies as the UK financial institution with which that client had an existing contractual relationship.

Preparing for a no-deal Brexit: master agreements on financial services
France | 06 March 2019

In January 2019 France passed Act 2019-75, which authorised the government to take measures to prepare for the United Kingdom's departure from the European Union without a deal by way of ministerial orders, particularly in the area of financial services. Subsequently, in February 2019 the government adopted a ministerial order which, among other things, aims to ensure that International Swaps and Derivatives Association-type master agreements on financial services continue to be used.

Employment & Benefits

Macron Law gives employee share ownership a shot in the arm
France | 07 October 2015

The new Macron Law on growth, business and equal economic opportunities attempts to breathe new life into two types of employee shareholder mechanism: free shares and business creator share warrants. The new measures apply to decisions to allocate free shares or issues of warrants after the date of publication of the law.

Competitiveness initiative points to greater employee involvement in governance
France | 06 February 2013

A recent government action plan seeks to increase employee representation on the boards of directors of large companies, with the aim of boosting the competitiveness of French industry. However, it remains to be seen whether greater employee involvement in strategic decision making will achieve this aim, or whether the increased regulatory burden will end up holding businesses back.

White Collar Crime

France tightens rules on state immunity
France | 12 November 2018

Articles 59 and 60 of Law 2016-1691 (the Sapin II Law) on transparency, anti-corruption and the modernisation of economic life established a system of immunity from the execution of civil judgments on property in France which is owned by foreign states. The main purpose of this aspect of the Sapin II Law is to limit the risk of litigation arising from seizures or attachments of property belonging to foreign states.