Universality and retroactivity in company law

in Kusnetzov, Alexandr (Ed.) Российский акционерный закон: сборник статей к 25-летнему юбилею принятия (2021)

Las operaciones con partes vinculadas en las sociedades anónimas en Francia tras la implementación de las modificaciones a la Directiva de Derechos de los Accionistas de 2017.

in Revista de Derecho Bancario y Bursatil (2020)

As a consequence of the 2017 amendments to the Shareholders’ Rights Directive, the French regime on related parties transactions (RPTs) has been modified by the PACTE Act n°2019- 486 of 22nd May 2019 ... [more ▼]

As a consequence of the 2017 amendments to the Shareholders’ Rights Directive, the French regime on related parties transactions (RPTs) has been modified by the PACTE Act n°2019- 486 of 22nd May 2019 regarding the growth and transformation of businesses. The PACTE Act follows several reforms of the RPTs regime promoted by the French securities supervisor (Autorité des Marchés Financiers) which occurred in 2012 and 2014. Because the directive is essentially an “à la carte” system and many provisions were very close to the previous French regime, its impact has been limited to some useful but incremental changes. Unfortunately, the PACTE Act failed to build strongly on the 20012- 2014 reforms. Therefore, the French system still has weaknesses. Shareholders are essentially informed and not very well protected except if the RPT has a significant impact on the assets or if the transaction is so abusive that it is equivalent to a criminal abuse of corporate assets (abus de biens sociaux). [less ▲]

Brexit, Butterflies and the International Organization of Securities Commissions (IOSCO)

in European Company and Financial Law Review (2020)

National Report on France on Groups of Companies

in Mariano Manovil, Rafael (Ed.) Groups of Companies A Comparative Law Overview (2020)

This Book provides a comparative law analysis of the phenomenon of groups of companies, through an overview and summary of the information contained in the more than twenty National Reports presented to ... [more ▼]

This Book provides a comparative law analysis of the phenomenon of groups of companies, through an overview and summary of the information contained in the more than twenty National Reports presented to the International Congress on Comparative Law held in Fukuoka, Japan, in 2018, which make up this book. The General Report begins by surveying the manner in which the different legislations define and describe groups of companies, then goes on to study the varied approaches and solutions found in and offered by the legal systems analysed in the book, mainly for the protection of minority shareholders and that of creditors and other third parties, also mentioning some regulations pertaining to different areas of the law (such as labour, tax and competition law). As such, it provides an overall, but altogether detailed view of the phenomenon in legislations from various parts of the world, organized around the most relevant topics surrounding groups of companies. [less ▲]

The International Organisation of Securities Commissions (IOSCO), Europe, Brexit, and Rethinking Cross-border Regulation: A Call for a World Finance Organisation

in European Company and Financial Law Review (2020)

The need to promote cross-border regulation and cooperation between supervisors of financial markets has become acute ten years after the 2008 global financial crisis. This is due to a rise in extra ... [more ▼]

The need to promote cross-border regulation and cooperation between supervisors of financial markets has become acute ten years after the 2008 global financial crisis. This is due to a rise in extra-territorial legislation and cross-border access to foreign markets conditioned on “equiva- lence” and “deference” among jurisdictions. Brexit has made the issue more critical in Europe because the United Kingdom will rely on “equivalence” decisions on many aspects of its future cross-border financial relationships with the European Union. Equivalence decisions by the Eur- opean Commission are based on a technical assessment but also include a political dimension which can punish or reward the other party. It is not just a European issue since the financial world will be more connected in the next twenty years and will need to rely even more on cross-border cooperation and equivalence. In addition, the amount of bilateral equivalence assessments and decisions could very quickly become unmanageable with dozens of jurisdictions dealing with hundreds of various regimes. The global financial architecture needs to be adapted, market frag- mentation to be pre-empted, and international standards to become more granular. The Inter- national Organisation of Securities Commission (IOSCO), made up of all securities supervisors in the world, should play a leading role in cross-border regulation and deference. It is the interest of many Europeans countries, and not just the European Union, to be the driving force to strengthen IOSCO so that a more rule-based and cooperative system can prevail and prevent future market fragmentation. For this goal to be achieved, IOSCO should become a new treaty- based World Finance Organisation. [less ▲]

Le fonds de pérennité : the French Privatstiftung?

in Revue Trimestrielle de Droit Financier (2019)

Le nouvel article 1833 du Code civil français et l’intégration de l’intérêt social et de la responsa-bilité sociale d’entreprise: constat ou révolution?

in Rivista Orizzonti del Diritto Commerciale (2019)

The article comments on the modification of Article 1833 of the French civil Code created by the recent law (Law No. 2019-486 of 22 May 2019, the so-called “Loi-PACTE”), relating to the growth and ... [more ▼]

The article comments on the modification of Article 1833 of the French civil Code created by the recent law (Law No. 2019-486 of 22 May 2019, the so-called “Loi-PACTE”), relating to the growth and transformation of businesses. This rule provides that directors in managing a company shall pursue the interest of the company, while taking into due consideration social and environmental issues in company activities. The present article focuses on the possible meaning of enlarging the notion of company’s interest, and analyzes the scope of the new rule and its effects. [less ▲]

Chronique de droit des marchés financiers

in Revue des Sociétés (2018)

Shareholders and Shareholder Law

in Siems, Mathias; Cabrelli, David (Eds.) Comparative Company Law. A Case-Based Approach (2018)

Mis-selling of subordinated debt and other junior liabilities and weaknesses of MiFID (I) to avoid this

Report (2018)