Compliance Implications In M&A Transactions

Law No. 2016-1691 on transparency, the fight against corruption and the modernization of the economy of December 9, 2016, commonly referred to as the "Sapin II Law", has provided France with innovative tools inter alia to detect, prevent and punish corruption and breaches of probity.

The reinforcement of the legal arsenal to better fight corruption is one of the major pillars of this Law, and the risks associated to breaches of compliance rules can prove to be a deterrent for buyers in the context of M&A transactions.

Article 17 of the Sapin II Law2¹ imposes on the managers/officers of businesses and so-called public industrial and commercial establishments (établissements publics à caractère industriel et commercial) that meet certain thresholds an obligation to exercise vigilance and to implement procedures intended to prevent and detect the commission of acts of corruptions and influence peddling in France and abroad. It applies throughout France, but also