Transmission of Criminal Risk in Case of Merger and Absorption: The Judgment of November 25, 2020 and After?

Frederic Lalance Partner

Paris

Frédéric assists his clients in litigation arising from commercial, industrial and financial disputes, corporate law and insolvency proceedings, both before the French courts and in multi-jurisdictional cases – notably in Africa before the OHADA jurisdictions.

He also assists his clients before arbitral institutions and in alternative dispute resolution proceedings.

Frédéric also advises French and foreign groups in investigations by administrative or judicial authorities involving bribery and corruption issues.

In this respect, he has broad expertise in internal investigations (national and international), the implementation of compliance programs and the prevention of cyber-crime risks.

Representative Engagements

• The Consortium de Réalisation (CDR) in the Executive Life Matter
• The Asian Development Bank (ADB), successfully arguing absolute immunity from jurisdiction as an international financial institution before the French courts
• DNCA, gaining approval by the commercial courts and the French Supreme Court of the CGG Safeguard Plan
• A French listed group as part of an international audit aimed at assessing the efficiency of its corruption prevention programme

Frédéric is ranked each year by the leading international guides as one of the best litigation practitioners in France. He is the author of several publications on current developments in litigation and anti-corruption regulations.

Olivier Jouffroy Partner

Paris

Olivier advises French and international clients on all aspects of corporate law. He mainly intervenes in national and international mergers and acquisitions (whether public or private M&A transactions), joint-venture and equity capital market transactions. He focuses in particular in the sectors of industry, financial institution (banks and insurance companies), energy and infrastructures, and real estate investments. He regularly advises French listed companies in connection with the preparation of their draft resolutions, the calling and holding of their shareholders’ meetings and their annual reports / URD.

He is recognized as a “rising star” in M&A in Legal 500 EMEA 2020, and a notable practitioner for M&A, private equity and ECM in IFLR 1000 since 2016.

According to Legal 500 EMEA 2019 & 2020, clients praise Olivier for being “very talented and hands-on” and “a very good professional who is able to manage pressure very well”.

Patrick Hubert Partner

Paris

This breadth of experience has allowed him to become a leading authority in the field of antitrust, but his background helps him borrow ideas from anywhere – finding imaginative solutions for the legal and business challenges his clients face.

Patrick has long been a trailblazer in his field. For example, years before private compliance programs became commonplace, Patrick persuaded his clients to dedicate resources to compliance policies, thus being one of the first to encourage proactive rather than strictly reactive actions. In France, he was one of the first to launch antitrust recovery claims and to work on a private standalone claim, without any precedent from the regulator. Acting on the plaintiff side, he obtained what was at that time the highest fine ever imposed on a dominant company (350 M€).

He is currently handling private claims totaling more than 5 billion euro, advising global tech companies and other multinationals in French and EU competition matters, including merger control filings, cartel and abuse of dominance investigations, state aid and compliance work, as well as private damages actions before the French courts. In addition, he serves as vice chairman of the competition commission of the International Chamber of Commerce and chairs its merger control working party.

Laurent Olléon Partner

Paris

Laurent intervenes alongside his clients with legal and financial issues, both in terms of advice and litigation situations perspective.

Laurent deals with numerous issues in various fields: the tax consolidation system and, more generally, intra-group relations, the handling of bilateral tax treaties, the taxation of financial transactions, property taxation and local taxation, etc.

His recognized experience in the avoidance of abuse of rights enables corporate tax directors, financial investors and individuals to better secure their investment choices and structuring their transactions. In addition, his intimate knowledge of tax litigation is a major asset for clients.

Laurent has advised many ministries and public institutions on legislative and regulatory developments and their implementation, which gives him an extensive practical vision of both public and private law. His past experience has allowed him to manage and draft legislative bills, which makes him an authority on administrative and parliamentary machinery.

Before joining Orrick, Laurent was a judge of the Conseil d’État and assessor at the Court’s ninth Chamber of the litigation section of the Conseil d’État, worked as deputy Chief of staff of Marylise Lebranchu, the French Minister for the Civil Service, State Reform and Decentralisation and Chief of staff of Anne-Marie Escoffier, Deputy Minister of Decentralisation.

Geoffroy Berthon Partner

Paris

Geoffroy advises on public contracts, particularly in the context of concessions and PPPs. He has been involved in projects relating to the financing, construction and operation of the Stade Vélodrome in Marseille; the Sud Europe Atlantique high-speed line; the Athletes' Village for the Paris 2024 Olympic Games; the Grand Paris Express and the offshore extension of the Principality of Monaco. He has also worked on several French highway (A412, A69, RCEA, A88, A41, A150), port (Calais, Cannes) and airport projects (Nice, Lyon, Beauvais).

In the renewables field, he acts alongside the French government (Ministry of Energy Transition) in calls for tenders for the construction of offshore wind farms, including floating wind turbines, and advises operators in the realization of biomass and geothermal projects, as well as investors in the context of "M&A" operations concerning wind and solar assets and methanization. He also has experience in hydroelectricity matters. He advises both sponsors and lenders and works regularly with public entities and governments. He also advises on the drafting and negotiation of corporate PPAs, acting for both energy producers and buyers.

Geoffroy Berthon is recognised by clients as "a high quality lawyer whose analyses are very precise and rigorous and whose pragmatic approach is highly regarded" (Legal 500) and as a Leading Individual by Legal 500 (EMEA 2023) in public law and energy.

Geoffroy holds a doctorate in public law, was a lecturer in public contract law at Sciences Po, and frequently published in both English and French.