Within the context of a transfer of securities, an independent expert can value the securities under two different statutory regimes laid down in Articles 1595 and 1843-4 of the Civil Code. Each presents its own advantages and drawbacks. In practice, the parties should provide for the application of the former and for the subsidiary application of the latter, so that the deal will not founder for lack of a valuation if the first method fails.
The Acquisitions Directive on procedural rules and evaluation criteria for the prudential assessment of acquisitions and increases of holdings in the financial sector has introduced consistent procedures throughout the European Economic Area for regulatory assessment of acquisitions and increases of holdings in the financial sector. Has its implementation affected acquisitions of French financial institutions?
An analysis of case law reveals that the impact of a merger on a guarantee agreement will differ depending on whether the merging company is the creditor, the debtor or the guarantor, and on whether the company is the absorbed company or the absorbing company. This update explores the various permutations.
In recent merger, asset or share purchase deals, where buyers appear to have had the upper hand in negotiations due to the current M&A environment, indemnification provisions were among the provisions most used by practitioners in 2009 and are expected to be rather difficult to negotiate in the coming months.
The global economic crisis has led legal practitioners to extend the use of mechanisms that allow either adjustment of the terms of M&A agreements to reflect the changed economic environment or even termination of the agreement under certain circumstances. One of the most notable mechanisms is the material adverse change clause.
In view of the financial crisis and the difficulty of obtaining bank loans, many companies have resorted to alternative solutions to maintain or increase their market presence. The credit crunch has caused many companies to finance their activities by raising new money. In this context, 2009 was marked by new investment opportunities as privately and publicly held companies launched capital increases in order to raise cash.
This update highlights the key corporate issues that must be dealt with when acquiring a company with existing plans or that is likely to implement new plans following the acquisition. Acquirors that are not sensitive to the importance of these plans run the risk of missing out on favourable social and tax regimes in case of non-compliance with Commercial Code requirements.
A court decision has outlined the exact measure of risk involved when a company undergoing reorganization aims to sell a branch of activity in economic distress. The decision raises a number of questions relating to the extent of a seller's liability following the sale of a business facing financial difficulty.
Following an increase in M&A transactions over the past 15 years, Anglo-Saxon concepts have been pursued in French law in response to demands caused by the increasingly international nature of these transactions. One of these concepts, the earn-out clause, has appeared in business acquisitions.
This update examines French warranty and indemnity claims case law. It should help foreign companies to assess the importance of the terms of agreement whenever a stock purchase agreement is subject to French law, and thereby to avoid pitfalls. A few sample decisions illustrate the importance of careful drafting and strict performance of the warranty terms in share purchase agreements.
In addition to transposing the EU Cross-Border Mergers Directive, the Law on the Adaptation of Corporate Law to EU Law has amended provisions relating to national mergers. It is complemented by the Law on the Modernization of the Economy, which also includes provisions applicable to national mergers.
Over six months late, and after receiving a reminder from the European Commission, France has finally transposed into law the EU Cross-Border Mergers Directive. This update considers the obstacles encountered and the questions raised by the transposition of the directive.
France promulgated a new law on public offers on April 1 2006. The law grants the French regulator, the Financial Market Authority, the power to implement the new rules; this new power will be implemented by way of amendment to the authority's general regulations. This update reviews the most significant changes introduced by the law.
Including: Confidentiality; Agreements; Pre-Takeover Bid Purchases; Mandatory Tender Offers; Voluntary Takeover Bids; Takeover Consideration; General Rules for Takeover Bids; Fighting Off a Hostile Bid; Listing Requirement