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Regulation (EU) 2022/720 on vertical restraints: deciphering and implications
A poorly assessed distribution clause can expose your company to heavy penalties under competition law. Regulation (EU) 2022/720, which has been in force since June 2022, has radically revised the rules governing vertical agreements to take account of the realities of online commerce and digital platforms. Here's what you need to know to secure your distribution contracts.
Unfair competitionVertical restraints: a complete guide to competition law and distribution agreements
A floor price imposed on your resellers, a territorial exclusivity clause, a ban on selling on marketplaces: these vertical restrictions are lawful under strict conditions. Exceeding the thresholds of the European exemption regulation can result in fines of up to 10 % of worldwide turnover.
Commercial lawCollective dominance: criteria and evidence in competition law
Your sector is dominated by two or three players who seem to be acting in concert without formally consulting each other: you may be faced with a collective dominant position. This concept, set out in Article L. 420-2 of the French Commercial Code and Article 102 of the TFEU, exposes its holders to severe penalties in the event of abuse. Identifying the criteria that characterise it is the first step in assessing your risk or defending your interests.
Commercial lawArticle 1171 of the Civil Code: significant imbalance in the ordinary law of contracts of adhesion
Your contract contains a clause that creates a manifest imbalance between your rights and obligations without any real consideration: article 1171 of the Civil Code offers you protection since the 2016 reform. This mechanism, which is specific to adhesion contracts, means that any clause that creates a significant imbalance, apart from the main subject matter and price, can be deemed unwritten. Knowing the conditions will protect your interests in the event of unfair terms outside consumer law.
Banking and finance lawTransfer and contribution of undivided or stripped shares: legal and tax rules
If you own shares jointly or in joint ownership and wish to sell them or contribute them to a company, an ill-prepared transaction may run up against the requirement for unanimity among the joint owners or trigger immediate taxation of the capital gain. Understanding the rules applicable to each situation is essential to avoid stumbling blocks and tax penalties.
Banking and finance lawUndivided shares: rules for exercising rights and impact on company management
You hold shares in joint ownership - following an inheritance or a joint acquisition - and you do not know who can vote, transfer or exercise the rights attached to these shares. The joint ownership system imposes specific rules on representation and unanimity, which can block the management of the company. We explain the rights of each joint owner and the mechanisms for avoiding deadlock.
Banking and finance lawDismemberment of share ownership: understanding the rights of the usufructuary and the bare owner
If you hold bare ownership or usufruct of shares and are wondering about your rights at general meetings or with regard to dividends, dismemberment generates a division of powers that remains a source of conflict. Case law has clarified who is a shareholder and how voting rights and entitlement to profits are exercised. Anticipating these rules avoids deadlock within the company.
Banking and finance lawManaging and transferring shares in joint ownership or dismemberment: a comprehensive guide
Following an inheritance or transfer of assets, several people hold rights to the same shares. This situation - joint ownership or dismemberment - turns the exercise of voting rights and the receipt of dividends into a sensitive legal issue. This guide sets out the applicable rules and the precautions to be taken.
Banking and finance lawConcerted action and joint control: applications in common law
You are a partner in an unlisted company and several shareholders are coordinating their votes without you being aware of the legal consequences. Since the Act of 15 May 2001, action in concert and joint control have been governed by general company law, not just the stock markets. Here we take a look at the mechanisms, obligations and risks for any directors or partners involved.
Banking and finance lawConcerted action and takeover bids: obligations and strategies during the offer period
A takeover bid turns every shareholder decision into a potentially concerted action. Acting in concert, even without a written agreement, may oblige you to file your own offer at a price set by the AMF. This guide sets out the practical obligations and defensive strategies during a takeover bid.
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