FRANCE Law and Practice Contributed by: Véronique Millischer, Léna Sersiron, Eléonore d’Anthonay, Guillaume Nataf, Olivia Chriqui-Guiot, Pauline Celeyron, Damien Berruyer and Nella Picou, Baker McKenzie Paris
1. Legal System 1.1 Legal System and Judicial Order
independent regulatory authorities, such as the Finan - cial Markets Authority ( Autorité des marchés financi - ers ), which regulates the French financial markets, and the French Competition Authority (FCA – Autorité de la concurrence ), which oversees all antitrust, competi - tion and merger control matters in France. 2. Restrictions on Foreign Investments 2.1 Approval of Foreign Investments France has a foreign direct investment (FDI) review/ approval process in place. The Office of Foreign Investment Control in France ( Bureau du contrôle des investissements étrangers en France , or CIEF) within the Ministry of Economy, Finance and Industrial, Ener - gy and Digital Sovereignty is in charge of such review. French FDI regulations apply when a foreign investor undertakes any of the following types of investments in a French company or business engaged in activities deemed sensitive under French FDI rules: • the acquisition of control (as defined by Article L. 233-3 of the French Commercial Code (FCC)) of an entity governed by French law or an establishment registered with the Trade and Companies Register ( Registre du commerce et des sociétés ) in France; • the purchase, in whole or in part, of a business ( branche d ’ activité ) of an entity governed by French law; • for non-EU investors, the crossing – by the inves - tor, directly or indirectly, acting alone or in concert – of the 25% threshold of the voting rights of an entity governed by French law; and • for non-EU investors, the crossing – by the inves - tor, directly or indirectly, acting alone or in concert – of the 10% threshold of the voting rights of an entity governed by French law whose shares are listed on a regulated market. The main sectors/industries relevant to such control are those related to defence and, more broadly, all activities likely to jeopardise French national inter - ests with regard to critical infrastructures (eg, energy, transportation, public health, electronic communica - tions, space operations, public health and critical raw materials). R&D relating to critical technologies – such
France operates under a civil-law system. This means that greater emphasis is placed on codes and statutes rather than on case law and practices, as is the case in common-law jurisdictions. The exception is French administrative law, which is primarily created by the French administrative courts. France has a written constitution ( Constitution de la Cinquième République , or the “French Constitution”), which forms the basis of the French legal system and uses a system of legal codification (notably including the Civil Code, the Commercial Code, the Criminal Code, the Labour Code and the Tax Code). French law has a dual system comprising the following: • judicial/private law ( droit privé ), including civil and criminal law in particular; and • public law ( droit public ), including administrative and constitutional law in particular. In addition to the French Constitution and interna - tional treaties, there are different domestic sources of laws and regulations in France. French laws ( lois ) are adopted by the French Parliament, which is made up of the National Assembly ( Assemblée Nationale ) and the Senate ( Sénat ). Meanwhile, ordinances ( ordon- nances ) and regulations ( règlements , being décrets or arrêtés ) are issued by the French government. The court system in France is divided into two parts: • judicial courts (dealing with civil and criminal laws), comprising courts of first instance (ie, civil, com - mercial, labour and criminal courts), courts of appeal and the Supreme Court of Appeal ( Cour de cassation ); and • administrative courts (dealing with public laws), comprising courts of first instance, courts of appeal and the Council of State ( Conseil d ’ État ). In addition, there is a Constitutional Council ( Con- seil constitutionnel ), which is responsible for control - ling the compliance of new laws and statutes with the French Constitution, as well as the regularity and validity of political elections. Finally, there are various
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