Les Sanctions Relatives aux Fusions-Acquisitions Non Abouties: Une Etude Fondee sur les Principes de Corporate Governance
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Fanny Dreifuss
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.
©2011 Walter de Gruyter GmbH & Co. KG, Berlin/Boston
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- Topics Article
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Articles in the same Issue
- Frontiers Article
- Notes on Ideological Precepts as Formants of Private Law in Central-East European Countries
- On the Shoulders of Schlesinger: The Trento Common Core of European Private Law Project
- The Role of Contractual Enforcement and Excuse in the Governance of Relational Agreements: An Economic Analysis
- Consumer Protection, Fair Dealing in Marketing Contracts and European Contract Law - A Uniform Law?
- International Tax Policy and the New Economy
- Advances Article
- The Process of Codifying the European Legal System
- To Intervene or Not to Intervene, That is the Question
- Rules on Competition and Fair Trading
- Formalism and Anti-formalism under Socialist Law: the Case of General Clauses within the Codification of Civil Law
- Mondialisation, Juridiction, Arbitrage: Vers des Regles d'Application «Semi-Necessaire»?
- Topics Article
- On the Legitimacy of Europeanising Europe's Private Law
- Les Sanctions Relatives aux Fusions-Acquisitions Non Abouties: Une Etude Fondee sur les Principes de Corporate Governance
- Capital Social et Protection des Creanciers. Approche Comparative France / Etats-Unis
- Trusts And Money Laundering In English Law. The Duties of Confidentiality and Disclosure of Trustees and the Obligations Arising out of Sections 93a, 93b and 93d of the Criminal Justice Act 1988
