Reforms of corporate law decrypted by Bruno Dondero




on August 14, 2017 – Anne MOREAUX – Right

© A. P. – “This year is not training with good news, because the devices are very heavy”, Bruno Dondero.

During the last Campus lawyers, Bruno Dondero, the famous professor of law 2.0, has reviewed the “most important things” and “large decisions that we can’t leave out the” in the news of the company law. What sustenance of the hundreds of lawyers who came to listen to him.

“This year, this is not a formation with a lot of good news because the devices are very heavy “, joked the professor, in his lecture on the great reforms of the company law.

The “rock star of the lecture halls” has exchanged his chair in traditional against a simple stage under a tent in the garden of acclimatization to give the lawyers up to date on all the new features of business law.

We can say that it is the predilection of this professor at the university of Paris I Panthéon-Sorbonne university who teaches and writes textbooks in addition to animate one of the legal blogs are the most read and the MOOC business Law from the Sorbonne Law.

The purpose of this training express was to ” see the great laws and orders that have occurred in the recent period and a few stops very important “, rendered mainly by the commercial chamber of the Cour de cassation.

The past year has been rich in laws relating to business law. Indeed, professor Dondero has identified five laws and an order modifying and adding to ” of more and more constraints in our company law that was already composed of too many layers “.

Right of information of employees with the EHS laws and Macron

The law of August 6, 2015 for the growth, activity and equal economic opportunities, so-called ” loi Macron, has modified the device Hamon (loi Hamon of 17 march 2014 related to consumption and act ESS 31 July 2014 regarding social and solidarity economy) for the information of the employees in the event of a sale of the company.

The law Macron has notably modified the penalty of nullity of the assignment made without complying with this law, replaced by a civil fine the amount of which shall not exceed 2 % of the amount of the sale. Professor Dondero explains, with the approval of counsel, that this right is not yet being used by employees. He also believes that employees who want to redeem their business to concern themselves of the opportunity to make an offer before you have the information of the assignment.

Now, it is necessary to inform the employees every three years on the main stages of the assignment or takeover of the company of less than 250 employees. It is, of course, applicable to law firms, especially with the application of the device of interprofessionnalité offered by the law Macron (QPC and THE power of the July 8, 2016 on the question).

Communication of the major companies with the law El Khomri

The law of 8 August 2016, related to the work, to the modernisation of the social dialogue and the safeguarding of professional paths, the so-called law Work or law El Khomri, requires large companies (ITS listed) to report on the collective agreements concluded in the business enterprise and their impacts on the economic performance of the latter as well as on the working conditions of the employees, in their annual management report.

Device anti-corruption with the law Fir II

The law of 9 December 2016 on the transparency, the fight against corruption and modernization of the economic life imposes on the enterprises with at least 500 employees or whose annual turnover exceeds 100 million euros, to put in place a framework of anti-corruption.

It is a ” requirement quite heavy, with the implementation of a whole battery of measures “. That is to say, have a code of conduct for situations with risk of corruption, a risk mapping up to date, an assessment of the situation of customers and of suppliers, training of managers and the staff most exposed to the risk of corruption, and having a warning device internal. This, they say “whistleblowing” (whistle in French), applies to many more companies, since it affects all those with more than 50 employees.

The imposition of the measure of beneficial ownership inserted in the act Fir II – concept recovery of european law in the field of fight against money laundering and to know who is behind a company which is the legal consequence of the case of the Panama Papers. Professor Dondero doubt, however, about the effectiveness of this measure.

Duty of vigilance of parent companies

The act of 27 march 2017 relating to the duty of vigilance of parent companies and corporate donors order imposes to them the obligation to implement a plan of vigilance reasonable own to identify risks and to prevent serious violations of Human rights resulting from the activities of their affiliates, sub-contractors and suppliers.

Professor Dondero salvation the initiative. According to the parliamentary origin of the bill, it is to empower and transnational corporations to prevent the occurrence of tragedies in France and abroad, and to obtain reparations for victims in the event of culpable injury to human rights and to the environment.

Governance SARL and SAS

The order of may 4, 2017 implementing various measures to facilitate decision-making and participation of shareholders in companies exemption of the contributions in the SARL and the SAS.

In addition, it provides a relief of the liability of directors of companies in liquidation.

The order also imposes a new system of governance in SA with supervisory board and the “say on pay” for listed companies. This term anglo-saxon refers to the device introduced by the corporate governance code of listed companies, through which they organize an advisory vote of their general assemblies on the remuneration of their leaders. The issues to be considered are obviously of an economic nature but also legal and strategic. This device is well past the softlaw (Afep-Medef code) the hardlaw (company code).

Bruno Dondero is glad that there is finally a legal requirement for the validation of the compensation of executive officers by shareholders “.

Case law notable

© A. P.
Professor Dondero reviewed the relevant judicial decisions the most important of the year. We will outline briefly below, but invite you to check out the blog brunodondero.com to know the ins and outs of the case law.

· Cass. com., January 25, 2017, on the competence of the statutes of the SAS.

· Cass. com., February 8, 2017, on the salaried officer of a competing company.

· Cass. com., April 26, 2017, which undermines the force of shareholders ‘ agreements.

· Cass. Com., June 21, 2017, on the pay of an officer of an LLC.

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