FRANCE LAW AND PRACTICE Contributed by: Michael Doumet, François-Xavier Naime, Guillaume Nataf, Léna Sersiron, Eléonore d’Anthonay, Nella Picou, Pauline Celeyron and Magalie Dansac Le Clerc, Baker McKenzie Paris
1. Legal System and Regulatory Framework 1.1 Legal System
of the political elections. Finally, there are also vari - ous independent regulatory authorities, such as the Autorité des Marchés Financiers (AMF), which regu - lates the French financial markets, and the Autorité de la Concurrence (AC), which oversees all antitrust, competition and merger control matters in France. 1.2 Regulatory Framework for FDI 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 the control (as defined by Article L. 233-3 of the French Commercial Code) of an entity governed by French law or an establishment registered with the Trade and Companies Registry 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 as cybersecurity, AI, robotics, additive manufacturing, semiconductors, quantum technology, energy stor - age, and biotechnologies and technologies related to
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 and the Tax Code). French law has a dual sys - tem 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 ( réglements , 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’Etat ). In addition, there is a Constitutional Council ( Conseil Constitutionnel ), which is responsible for controlling the compliance of the new laws/statutes with the French Constitution, as well as the regularity/validity
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