A GJ Topics article.

Abstract

The French and Northern American corporate laws differ in many respects, including as to the type of clauses that the parties resort to between the signing and closing of a merger or acquisition. A comparative study of those clauses show, that the American corporate law offers a wider choice of such clauses. French lawyers may inspire themselves from some of those clauses that are still, to this date, unknown in France (for instance, the “rights on the company’s stock provisions” and the “options on important assets provisions.”). In May 15, 2001, the Loi sur les Nouvelles Regulations Economiques (NRE) came into effect in France, which aimed at introducing some of the main American Corporate Governance principles in French corporate law. In the field of mergers and acquisitions, the impact of the Loi NRE proves to be negative in some respects, and especially with regard to the liability incurred by French corporate directors in case of a breach that would occur between a signing and a closing. The main criticism one may raise is the fact, that the law ignores that American corporate directors’ liability is of contractual nature, while that of French corporate directors is of a legal nature. Hence, the Loi NRE may not be effective or efficient until or unless one reforms the whole of the French directors’ liability principles.

Originally published in Global Jurist Topics.

Recommended Citation

Dreifuss, Fanny (2002) "Les Sanctions Relatives aux Fusions-Acquisitions Non Abouties: Une Etude Fondee sur les Principes de Corporate Governance," Global Jurist Topics: Vol. 2 : Iss. 2, Article 2.
Available at: http://www.bepress.com/gj/topics/vol2/iss2/art2