FRANCE Law and Practice Contributed by: Christophe Ingrain, Tristan Gautier and Benoît Martinez, Darrois Villey Maillot & Brochier
for French companies faced with extraterritorial dis - covery requests, particularly from US authorities. Extradition Extradition in France is governed by the European Arrest Warrant (2002/584/JHA) within the EU, the European Convention on Extradition (1957), and Arti - cles 696 et seq. CPP. Extradition for white-collar offences is permitted if the offence is punishable by at least two years’ imprison - ment in both France and the requesting state. Grounds for refusal include political offences, risks of inhuman treatment, or if the person is a French national (Article 696-4, CPP). International task forces and enforcement networks France is an active member of international enforce - ment bodies, including the Financial Action Task Force (FATF), based in Paris, the OECD Working Group on Bribery, INTERPOL, GRECO, Europol, Eurojust, and the European Public Prosecutor’s Office (EPPO), charged with prosecuting criminal offences affecting the EU’s financial interests. 1.5 Corporate and Personal Liability French criminal law recognises the criminal liability of legal entities (Article 121-2, CP). With the exception of the state itself, all legal persons, including com - panies, associations, trade unions, religious congre - gations and local authorities, may be prosecuted for offences committed on their behalf by their organs or representatives. Corporate liability is autonomous: it does not exclude the parallel prosecution of the individual who physi - cally committed the offence. In practice, both the company and the natural person involved are often prosecuted together, especially in serious white-collar offences. Conditions for Liability A legal entity may only be held liable where the unlaw - ful act or omission is attributable to one of its organs or representatives acting (or failing to act) on its behalf. In the private sector, it could include the man - aging director, the CEO, the board of directors or the
management board for commercial companies, and the general assembly for associations. More broadly, it could also include any organ or representative acting in the name of the legal entity. Mergers and Acquisitions Since a landmark decision in 2020 by the Cour de cassation (French Supreme Court), an absorbing enti - ty may be held liable for offences committed by the absorbed company prior to a merger by absorption. This alignment with EU law ensures that companies cannot escape criminal liability for past misconduct through restructuring. Parent-Subsidiary and Group Liability Each company within a group retains separate crimi - nal liability. A parent company is not automatically lia - ble for acts committed by a subsidiary unless it can be established that the parent itself, through its organs or representatives, took part in the offence or knew that the offence was being committed. However, prosecu - tors and investigating judges increasingly scrutinise group structures, especially when the parent company sets compliance policies or financial strategies that enable unlawful conduct. While “failure to prevent” offences are not codified, the Sapin II Law (Law No 2016-1691 of 9 December 2016) imposes mandatory anti-corruption compliance pro - grammes on large companies. Failure to implement adequate procedures does not in itself constitute a separate offence, but it may amount to evidence of organisational fault and aggravate liability in white- collar cases. 1.6 Sentencing and Penalties A judge may only impose the penalties expressly pro - vided for by law for the offence in question and cannot go beyond the statutory maximum set by the legis - lature. The principle of individualisation of penalties further requires the court to adapt the sentence to the seriousness of the offence, the circumstances of the offence, and the personality of the offender (Article 132-24, CP). While legal entities do not face imprisonment, they risk a fine equal to five times (5x) the fine incurred by individuals (Article 131-38, CP).
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