On November 25, 2020, the criminal division of France’s highest court (Cour de cassation) ruled that following a merger, the surviving company may be held liable for any criminal offense committed by the acquired company before the closing. However, and except in the event of fraud, this ruling applies only to mergers involving French public limited companies (sociétés anonymes) and, by extension, simplified corporations (sociétés par actions simplifiées), closed after November 25, 2020. For now, this ruling only applies to certain transactions where the acquired company is merged into the surviving company, but the precedent could soon be extended to other similar transactions, such as consolidations or even asset contributions (apports partiels d’actifs).
Click HERE to read the analysis by Lionel Lesur, a partner in our Corporate – M&A practice, published in Private Equity Magazine on December 4, 2020.
