The Legal 500

Types of investors
The private equity (PE) funds that are active in Bulgaria are not raised or registered in the country. Some Bulgarian PE funds were raised recently, but there are no statistics as to the sources of their funding, their number, the funds that were accumulated, etc.

The second supplementary budget published in the Official Gazette September 19, 2011 provides for two key measures that affect the deferral of tax losses and taxation of capital gains realized on the sale of equity securities.

Loi de Finances Rectificatives 2012
La deuxième loi de finances rectificative publiée au Journal Officiel le 19 septembre 2011 prévoit deux mesures principales qui affectent le report des déficits fiscaux et le régime d’imposition des plus values réalisées lors de la cession de titres de participation.

(1) Report on assessing sanctions for anticompetitive practices (2) The European Court of Justice maintains that in-house lawyers are not covered by legal professional privilege

(1) Invalidity of service agreements entered into between a company and its Chief Executive (2) Clarifications concerning L. 225-96 of the French Commercial Code (3) Transfer of an administrative authorization in case of merger by takeover (4) A seller’s warranty that liabilities are as stated does not cover a liability arising out of an event subsequent to the sale (5) Impact of the breach of a covenant on the right to receive payment when transferring shares (6) Validity of delegations of firing authority within SAS companies

Clarification on the anti-competitive exchange of information between companies

Sanction against communicating inaccurate market information: applies even in the absence of intent

Draft reform of the Safeguard Law:creating a “fast-track financialsafeguard procedure” 

Sanction against communicatinginaccurate market information: applieseven in the absence of intent 

Sophie Moreau-Garenne : La problématique des entreprises de taille moyenne sous LBO est la même que celle que l’on rencontre dans une entreprise classique : les diffi cultés sont souvent constatées trop tard. Au sein des grands LBO, avec des structures de groupes plus importantes, la maîtrise du calendrier est souvent bien meilleure.

What are the most common forms of security taken in relation to immovable and movable property? Are any specific formalities required for the creation of security by companies?

Several recent Court of Appeal rulings (in particular, CA Versailles, 14th div., June 25, 2008, CA Versailles 5th div., Sept. 24, 2009 and CA Paris, 2nd div., Dec. 3, 2009 and Dec. 10, 2009) dealing with the validity of delegations of authority within a simplified joint stock company (société par actions simplifiée or “SAS”) have held that a delegation of authority within an SAS, to the benefit of a General Manager (Directeur Général), Assistant General Manager (Directeur Général Délégué), or any other person – whether a third party or not – is only enforceable against third parties to the SAS if and when (i) the by-laws expressly provide for such a delegation of authority and are on file with the competent registry, and (ii) such delegation of authority is mentioned on the company’s short-form certificate of incorporation (K-bis form).

1) Scope of a commitment to support a subsidiary contained in a letter of intent . 2) Insider Trading – Privileged Information . 3) Director’s liability to shareholders: distinct personal harm . 4) Right-of-first-refusal arrangements: contribution of securities . 5) Dispute in case of disposal of corporate rights: price setting or arbitration provision . 6) SAS: invalidity of a share put option . 7) An employee dismissed for serious misconduct cannot be deprived of the benefit of his or her stock options

Are there any restrictions on the establishment of a business entity by a foreign licensor or a joint venture involving a foreign licensor, and are there any restrictions against a foreign licensor entering into a licence agreement without establishing a subsidiary or branch office?

A family group is often the result of successive legacies. In this context, members of the group, whether shareholders or managers, have different profiles and, consequently, different objectives.

Nous avons le plaisir de vous remettre une nouvelle édition de notre lettre d’information juridique.

Comme nos précédentes Newsletters, nous y aborderons des questions juridiques d’actualité ou liées à des problématiques que vous pourriez être amenés à rencontrer.

Getting the Deal Through Q & A

Control of concentrations: a transferor company was considered to have acquired joint control of the transferred company because of specific rights and close commercial agreements ...

What forms of business entities exist that would be relevant to the typical franchisor?

Business entities that are most commonly adopted by franchisors are those that allow them to limit their liability and thus to control the risk they are ready to assume when launching a franchise. (...)

Executive Order no. 2008/1345 dated December 18th, 2008, entered pursuant to the authorization given by the law on the modernization of the economy dated August 4th, 2008 (LME), completes the reform of the law on distressed companies initiated by the “rescue” law (loi de sauvegarde) of July 26th, 2005. Virtually all of the provisions of the order (with some three exceptions, simplifying the arrangements for replacement of the juge-commissaire in case of impediment or if that judge is no longer in office by amending Art. L. 621-9 in fine) entered into force on February 15th, 2009 and apply to proceedings opened as of that date.

On November 13th, 2008, the government adopted Executive Order no. 2008-1161 modernizing the regulation of competition. This executive order has made a few key changes to the procedure in competition cases:

Are there any restrictions on the establishment of a business entity by a foreign licensor or a joint venture involving a foreign licensor and are there any restrictions against a foreign licensor entering into a licence agreement without establishing a subsidiary or branch office?

Executive Order no. 2008/1345 dated December 18th, 2008, entered pursuant to the authorization given by the law on the modernization of the economy dated August 4th, 2008 (LME), completes the reform of the law on distressed companies initiated by the “rescue” law (loi de sauvegarde) of July 26th, 2005.

On November 13th, 2008, the government adopted Executive Order no. 2008-1161 modernizing the regulation of competition. This executive order has made a few key changes to the procedure in competition cases:

So as to make the French financial marketplace more attractive, Art. 152 of law no. 2008-776 dated August 4th, 2008 on the modernization of the economy (“LME”), authorized the government to take the measures necessary to modernize the legal framework of the financial marketplace by executive order.

Structuring investment in China: optimizing financial flows between China, Hong Kong and France    |    Current overview of distribution law in China or how to succeed in a market you can no longer ignore

Business entities that are most commonly adopted by franchisors are those that allow them to limit their liability and thus to control the risk they are ready to assume when launching a franchise.

This issue features topical legal issues which you may encounter: (1) COMPANY LAW / SECURITIES LAW (2) COMPETITION / DISTRIBUTION (3) BANKRUPTCY (4) LABOUR & EMPLOYMENT LAW (5) INTELLECTUAL PROPERTY (6) NEW TECHNOLOGIES 

With increased globalisation, and the opening of additional foreign offices in Asia and North Africa over the last two years, the clientele of Lefèvre Pelletier & associés has never been more international.

2007 overview of competition law has been particularly interesting, bringing with it a few surprises as well as its share of controversy.

This issue features topical legal news as well as a focus on legal issues which you may encounter.

The French Act no. 2008-3 dated 3 January 2008  on the development of competition for the benefit of consumers, called the Chatel Act, provides for a certain number of important measures regarding relations between producers and distributors (retailers). These measures consist notably of modifying the method used to calculate below-cost selling thresholds (1), of requiring the execution of a single agreement setting out the terms and conditions which arise out of sales negotiations between suppliers and distributors/retailers (2), and of providing that failure to communicate the general terms and conditions of sales is no longer a criminal law offence (3).

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With the benefit of ten years’ experience in implementing its leniency program, introduced in 1996, the European Commission adopted, on 8 December 2006, a new leniency notice, aiming at increasing the efficiency and attractiveness of this policy which, according to the Commission, is “a powerful tool to detect, destabilise and terminate cartels.”

The leniency program, which also exists under French law, allows the Commission to offer complete immunity or a reduction of fines for undertakings involved in an anticompetitive practice, in exchange for disclosure of information concerning that practice and cooperation in the investigation conducted.

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In the presence of several categories of shares, Article 11 of the Decree now requires a description in the bylaws of any special rights attached to preferential shares.

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The AMF has recently broadened the scope of scenarios requiring mandatory recourse to an independent expert

Previously limited to squeeze-outs, the expert’s services are now required in the other cases cited by the AMF’s General Rules. These General Rules specify the rules for the appointment as well as the duties of the expert.

Only some of the new provisions of the AMF’s General Rules shall be mentioned below, since this article does not purport to be exhaustive.

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Takeover bid on Compagnie Européenne de Casinos: a hostile takeover bid can be
sidestepped by selling securities on the market

For the first time, a takeover bid facing off two potential purchasers was resolved not by a transfer (apport) of the target’s securities to one of the protagonists but by their sale on the market.

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A complaint against two national cartels in the door manufacturing sector provided the French Competition Authority, the Conseil de la concurrence1 with the first opportunity
to apply, since its introduction by the law of 15 May 2001 on New Economic Regulations, the leniency procedure (some twenty cases are currently being reviewed).

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Based on eight years’ experience in the implementation of the 1998 guidelines on the method of setting fines, the European Commission adopted, on 26 June 2006, a new method for calculating fines levied on undertakings violating the antitrust
provisions of the Treaty (Article 81) and abuses of a dominant position (Article 82). This has taken the form of new guidelines, with the announced purpose of making the fines
levied more dissusasive so as to increase compliance with competition rules.

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Law no. 2006-387 of 31 March 2006 transposes the European Directive of 21 April 2004 on takeover bids.
Only certain provisions of the law will be addressed below, since this presentation is not intended to be exhaustive.

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In a decision of 27 June 2006, the Cour de cassation (French
Supreme Court) found a bank liable for having exercised de
facto control through an intermediary, and sentenced it to pay
for the liabilities of a company in insolvency proceedings.

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