Tribune De Lyon 2021 Authorized Guide: “Merger By Acquisition Transactions: What Is The Effects Of The The latest Selection On The Transfer Of Criminal Liability?”
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The 2021 Legal Information released by Tribune de
Lyon offers precise and pragmatic solutions to
concrete troubles confronted by company homeowners/professionals.
Nommick contributed to this Manual via an
report entitled “Merger by acquisition transactions: What
is the impact of the recent choice on the transfer of legal
This post is reproduced underneath and a courtesy English
“Merger by acquisition” transactions: What is the
influence of the the latest conclusion on the transfer of legal
Catherine Nommick, Lover, Soulier Avocats
Considering the fact that a decision issued on November 25, 2020 by the Felony
Chamber of the Cour de Cassation (French Supreme
Courtroom), in a “merger by acquisition” transaction (i.e.,
when a organization is merged into yet another), the obtaining firm might
now be held criminally liable for an offence fully commited by the
obtained company prior to the merger.
This selection undermines the basic principle of the particular mother nature of
offences and penalties set out in Write-up 121-1 of the French
Prison Code, on the basis of which the Cour de
Cassation, which until finally then experienced equated the disappearance of a
lawful entity with the death of a organic person, refused that the
acquiring entity be held criminally liable.
Relying on a determination handed down on Oct 24, 2019 by the
European Court docket of Human Legal rights, the French choose drew the
penalties of the economic continuity that exists in between the
obtained corporation and the getting organization to hold that they had been
not to be thought of as distinct from just about every other.
A sizeable reversal of scenario-legislation, but yet limited in
its effects. It does not apply to mergers accomplished before November
25, 2020, in get not to infringe the basic principle of predictability
of penalties, unless it can be demonstrated that the transaction in
concern, even if carried out prior to that day, was intended to
have the buying company escape felony legal responsibility. Eventually,
Finally, the determination only applies to mergers that entail the
acquisition of public minimal businesses (sociétés
anonymes) or comparable entities (which tumble within just the scope of
1 An extended variation of this article is readily available on our
Web site: Transfer of prison liability in merger
transactions: A significant reversal of case legislation
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