Law n°2019-486 of May 22, 2019 on business growth and transformation, known as the “PACTE” Law, aims at “improving and diversifying business financing methods”. It is in this context that various measures have been taken to clarify and modernize the rules governing preferred shares.
On May 17, 2017, Directive 2017/828 of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement in listed companies was adopted.
This revision of Directive 2007/36/EC aims to change practices brought about by the 2008 financial crisis, which, by promoting short-term yields, lead to sub-optimal corporate governance and performance.
In a decision dated February 13, 2019, the Cour de cassation (French Supreme Court) confirmed that a jurisdiction clause stipulated in connection with a sale agreement and included in the general terms of sale may extend to tort disputes likely to arise between the parties.
In two decisions issued on the same day, the Commercial Chamber of the Cour de Cassation (French Supreme Court) provided two illustrations of situations in which it can dismiss a claim for sudden breach of an established business relationship.
These two decisions are worth noting in a case law landscape where this concept defined by Article L. 442-6 I 5e of the French Commercial Code and relied upon on a recurrent basis before the courts, frequently results in a judgment being entered against the breaching party.
The Ministry of Justice has not remained inactive in the face of judges’ resistance to the Macron scale. By a circular dated February 26, 2019, the Ministry of Justice requested Public Prosecutors at the Courts of Appeal to inform it of any and all decisions rendered regarding the incompatibility of the Macron scale with international conventions.
Article authored by Catherine Nommick and published in La Tribune de Lyon on January 2, 2019. Read the article (in French)