AyacheSalama updates

New Hamon Law developments: a legal black hole
AyacheSalama
  • Corporate Finance/M&A
  • France
  • 02 December 2015

The Hamon Law imposed a far-reaching obligation on small and medium-sized enterprises to provide information to their employees regarding the transfer of majority shareholdings and businesses. However, two recent developments – a Constitutional Court ruling and the recently passed Macron Law – have somewhat alleviated the burdens imposed on prospective sellers by the Hamon Law.

Can purchaser make claim under warranties while being aware of risk?
AyacheSalama
  • Corporate Finance/M&A
  • France
  • 30 September 2015

The Supreme Court recently confirmed that, in the context of a share purchase, the beneficiary of seller's warranties is entitled to make a claim under such warranties even if, prior to the transaction, it was aware of facts affecting the warranted assets. The case concerned a purchaser's claim to be indemnified under the warranties for the malfunction of software commercialised by the target.

Liability of parent companies in carve-outs
AyacheSalama
  • Corporate Finance/M&A
  • France
  • 29 July 2015

The Court of Cassation recently held that a parent company cannot be held liable for failing to provide a subsidiary with equity commensurate to cope with transferred liabilities in a spin-off, with a few narrow exceptions. The decision provides a framework for a parent company approaching a spin-off, as the court held that the parent will not be held responsible for an unforeseen increase in liabilities unless a specific threshold is reached.

Coexistence of contractual and statutory warranties in M&A deals
AyacheSalama
  • Corporate Finance/M&A
  • France
  • 03 June 2015

The Supreme Court recently confirmed that seller's warranties granted under a securities sale and purchase agreement do not deprive a purchaser of the right to seek remedy pursuant to statutory warranties. This decision confirms earlier rulings and its publication affirms the coexistence in security transfers of contractual and statutory warranties.

New rules to determine transfer price of securities
AyacheSalama
  • Corporate Finance/M&A
  • France
  • 04 March 2015

The French M&A community has welcomed the publication of an order significantly amending Article 1843(4) of the Civil Code relating to the determination of the transfer price of securities by an independent expert in case of disagreement between the seller and the buyer. However, some uncertainties still remain and will need to be clarified by case law.

New obligations for SMEs to inform employees before share sales and business transfers
AyacheSalama
  • Corporate Finance/M&A
  • France
  • 17 December 2014

The Hamon Law has introduced a new obligation for small and medium-sized companies to provide information to employees in case of a contemplated sale of shares or of an ongoing business. The law aims to promote and encourage the acquisition of businesses by their employees, in order to avoid the failure of healthy businesses due to the lack of a buyer.

Current search