FRANCE Law and Practice Contributed by: Sophie Scemla, Didier G Martin, Diane Paillot de Montabert and Calypso Korkikian, Gide Loyrette Nouel
1.3 Post-Crisis M&A Over the past few years, several strategic acqui- sitions have taken place in the context of crises. • A leading telecommunications company – it has historically leveraged crisis periods to expand its portfolio through opportunistic acquisitions. Despite financial challenges, it has pursued strategic deals to consolidate its presence in key markets. • A leading French shipping company – it capi- talised on disruptions in global supply chains, acquiring logistics firms to diversify its opera- tions and reduce dependence on volatile freight markets. • A leading company in the elder care sector – it has been involved in acquisitions, even amidst governance and financial scandals. These transactions reflect broader restructur- ing efforts aimed at restoring financial stability and operational trust. Post-crisis M&A remains a crucial strategy for businesses seeking resilience, on both the sellers’ and buyers’ sides, but it necessitates heightened compliance, risk management, and long-term value-creation considerations.
In this regard, several compliance and corpo- rate governance laws provide for emphasised risk prevention and accountability. • Loi Sapin II (2016) requires anti-corruption programmes, risk mapping, and whistle- blower protections to prevent the occurrence of corruption and related offences. • The Duty of Vigilance Law (2017) imposes supply chain oversight for human rights and environmental risks. • Grenelle II (2010) and the NRE Law (2001) mandate extra-financial reporting for corpo- rate transparency. • The 2022 Whistleblower Protection Law strengthens internal reporting mechanisms as well as whistle-blowers’ protection. 2.2 Expected Legal Updates France has reinforced corporate compliance laws to address financial, governance, and repu- tational crises. The CSRD (2024) expands ESG reporting requirements, increasing transpar- ency in crisis situations. Whistle-blower protec- tion (2022 Waserman law amendments to the Sapin II Law) now covers more violations and enhance confidentiality, requiring stronger inter- nal reporting mechanisms. A proposed expan- sion of the Duty of Vigilance Law through Euro- pean regulations (CS3D) could also extend due diligence obligations to medium-sized enter- prises, increasing corporate liability for supply chain risks. These updates will require companies to enhance ESG risk assessments, strengthen supply chain oversight, and improve compli- ance frameworks. Stricter transparency rules will heighten regulatory scrutiny, demanding proac- tive governance. Expanded whistle-blower pro- tections and due diligence obligations will also necessitate stronger internal controls and crisis
2. National Legal Framework 2.1 Legal Framework
Crisis management in France is not governed by a unified legal regime. French subjects are not bound by specific regulations providing for how they should handle potential crises that may arise. French regulations typically provide for obligations to prevent and account for risks in order to avoid any subsequent crises.
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