MONACO Law and Practice Contributed by: Stephan Pastor, Emeline Elbaz-Mondeux and Coralie Trudon, CMS Pasquier Ciulla Marquet Pastor & Svara
3.2 Significant Changes to Takeover Law Over the past 12 months, there have been no signifi - cant changes to takeover law, and no comprehensive review of the rules applicable to takeovers is currently underway that would lead to material changes to the legal framework in the strict sense in the coming year. That said, several recently adopted cross-cutting reforms, although outside the core of takeover law, are likely to have a direct operational impact on M&A transactions, particularly at the structuring, due dili - gence and execution stages. In this regard, it is worth noting that Monaco adopted several anti-money laundering (AML) and Counter - ing the Financing of Terrorism laws in 2023 and 2024 which amended in depth the original Law no 1,362 of 3 August 2009 on the fight against money launder - ing, terrorist financing and corruption and its related Sovereign Order no 2,318 of 3 August 2009, in order to bring Monaco regulations in compliance with inter - national standards. When working on M&A transac - tions, internal AML checks and AML due diligence on the target company become increasingly important. At the same time, Law no 1,565 of 3 December 2024 profoundly reformed Monaco’s data protection regime, drawing inspiration from the European General Data Protection Regulation. This reform enhances individu - al rights and increases corporate accountability. Key innovations include: • Establishment of the APDP. • Reduction of regulatory formalities: The law largely eliminates the need for prior declarations or author - isations for data processing, with certain excep - tions. • Significantly strengthened sanctions regime: The APDP will have the authority to impose adminis - trative fines of up to EUR10 million, and criminal penalties are also stipulated for the most serious offences. Finally, we should note the recently adopted legis - lation on the modernisation of company law – Law no 1,573 of 8 April 2025. The innovations for Mon - egasque public limited companies (SAM) include:
merger, a takeover deal or an acquisition, then the management of the target company must communi - cate in writing to staff representatives before the deal occurs (within one to three months after the target company’s decision to merge, to be taken over or to sell its assets) the relevant information concerning the extent of the dismissals contemplated and the profes - sional categories concerned, as well as the economic and technical reasons for the proposed collective dis - missal and the measures planned to limit the number of dismissals. If no such collective dismissal (ie, at least two dis - missals) is contemplated, there is no obligation to inform the target company’s employees about the contemplated deal as long as it does not result in a reorganisation, except where a collective bargaining agreement between the target company and unions provides for such an obligation prior to the merger/ acquisition being effective. Apart from the above, acquirers should be informed that neither a change to the ownership structure of a company, be it through a takeover or a merger, nor a transfer of its assets to another company, can justify in itself the termination of an employment contract. If a company merges or transfers all or part of its assets, all employment contracts within the target entity must be transferred to the acquirer/newly registered com - pany, it being specified that any employee whose employment contract has been transferred retains all the rights he or she had acquired under the employ - ment relationship until the date of the transaction tak - ing effect. 2.6 National Security Review See 2.3 Restrictions on Foreign Investments . 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments There is no substantial M&A-related case law in Mona - co.
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