InfoPAKSM Doing Business In Global Guide: France · Doing Business In Global Guide: France ! 2 !...

By in-house counsel, for in-house counsel.®

Association of Corporate Counsel 1025 Connecticut Avenue, NW, Suite 200

Washington, DC 20036 USA tel +1 202.293.4103, fax +1 202.293.4701

www.acc.com

By in-house counsel, for in-house counsel.®

Association of Corporate Counsel 1025 Connecticut Avenue, NW, Suite 200

Washington, DC 20036 USA tel +1 202.293.4103, fax +1 202.293.4701

www.acc.com

InfoPAKSM

Doing Business In Global Guide: France

Sponsored by:


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July 2016

Provided by the Association of Corporate Counsel 1025 Connecticut Avenue, NW, Suite 200 Washington, DC 20036 tel +1 202.293.4103 fax +1 202.293.4107 www.acc.com

This InfoPAKSM provides a Q&A that gives an overview of the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarises the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and safety. In addition, there are comprehensive summaries on taxation and tax residency; and intellectual property rights over patents, trade marks, registered and unregistered designs.

To compare answers across multiple jurisdictions, visit the Doing business In... Country Q&A Tool at http://uk.practicallaw.com/about/7-501-3536.

This article is part of the multi-jurisdictional guide to doing business worldwide. For a full list of contents, please visit www.practicallaw.com/about/doingbusinessin-mjg.This material was developed by PLC. For more information about PLC, visit their website at http://www.practicallaw.com/.

For more ACC InfoPAKs, please visit http://www.acc.com/infopaks

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Contents

I. Overview ........................................................................................................................................... 5

A. What Are the Key Recent Developments Affecting Doing Business in Your Jurisdiction? ................................... 5

II. Legal System ..................................................................................................................................... 6

A. What Is the Legal System Based on (for Example, Civil Law, Common Law or a Mixture of Both)? ................. 6

III. Foreign Investment .......................................................................................................................... 7

A. Are There Any Restrictions on Foreign Investment (Including Authorisations Required by Central or Local Government)? ........................................................................................................................................................................... 7

B. Are There Any Restrictions on Doing Business with Certain Countries or Jurisdictions? .................................... 7

C. Are There Any Exchange Control or Currency Regulations? ...................................................................................... 7

D. What Grants or Incentives Are Available to Investors? ................................................................................................. 7

IV. Business Vehicles .............................................................................................................................. 8

A. What Are the Most Common Forms of Business Vehicle Used in Your Jurisdiction? ........................................... 8

B. In Relation to the Most Common Form of Corporate Business Vehicle Used by Foreign Companies in Your Jurisdiction, What Are the Main Registration and Reporting Requirements? ................................................. 8

C. In Relation to the Most Common Form of Corporate Business Vehicle Used by Foreign Companies in Your Jurisdiction, Outline the Management Structure and Key Liability Issues. ..................................................... 10

V. Employment .................................................................................................................................... 11

A. Laws, Contracts and Permits .............................................................................................................................................. 11

B. Termination and Redundancy ............................................................................................................................................. 12

VI. Tax ................................................................................................................................................... 13

A. Taxes on Employment .......................................................................................................................................................... 13

B. Business Vehicles .................................................................................................................................................................... 14

C. Dividends, Interest and IP Royalties .................................................................................................................................. 16

D. Groups, Affiliates and Related Parties ............................................................................................................................... 17

E. Customs Duties ...................................................................................................................................................................... 19

F. Double Tax Treaties ............................................................................................................................................................. 20

VII. Competition .................................................................................................................................... 20

A. Are Restrictive Agreements and Practices Regulated by Competition Law? Is Unilateral (or Single-Firm) Conduct Regulated by Competition Law? ....................................................................................................................... 20

Doing Business In Guide: France

Copyright © 2016 Practical Law Company (PLC) & Association of Corporate Counsel

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B. Are Mergers and Acquisitions Subject to Merger Control? ........................................................................................ 21

VIII. Intellectual Property ...................................................................................................................... 22

A. Outline the Main IP Rights in Your Jurisdiction. ............................................................................................................. 22

IX. Marketing Agreements .................................................................................................................. 28

A. Are Marketing Agreements Regulated? ............................................................................................................................ 28

X. E-Commerce ................................................................................................................................... 30

A. Are There Any Laws Regulating E-Commerce (Such as Electronic Signatures and Distance Selling)? .............. 30

XI. Advertising ...................................................................................................................................... 30

A. Outline the Regulation of Advertising in Your Jurisdiction. ......................................................................................... 30

XII. Data Protection .............................................................................................................................. 31

A. Are There Specific Statutory Data Protection Laws? If Not, Are There Laws Providing Equivalent Protection? .............................................................................................................................................................................. 31

XIII. Product Liability ............................................................................................................................. 32

A. How Is Product Liability and Product Safety Regulated? .............................................................................................. 32

XIV. About the Authors ........................................................................................................................ 33

A. Philippe Danesi ....................................................................................................................................................................... 33

B. Karine Disdier-Mikus ............................................................................................................................................................ 33

C. Sarmad Haidar ........................................................................................................................................................................ 35

D. Marie Hindré ........................................................................................................................................................................... 36

E. Fayrouze Masmi-Dazi ............................................................................................................................................................ 37

F. Frédérique Sallée .................................................................................................................................................................... 38

G. Edouard Sarrazin .................................................................................................................................................................... 38

H. Jean-Christophe Tristant ...................................................................................................................................................... 39

I. Gregory Tulquois ................................................................................................................................................................... 41

J. Guillaume Valois ..................................................................................................................................................................... 42

K. Charles-Antoine del Valle .................................................................................................................................................... 43


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I. Overview

A. What Are the Key Recent Developments Affecting Doing Business in Your Jurisdiction?

The French Government released the finance bill for 2016 on 30 September 2015.

The finance bill for 2016 includes the following proposals:

■ Confirmation that the additional 10.7% contribution computed on the amount of corporate income tax (CIT) payable by companies with an annual turnover exceeding EUR250 million will end as of the start of the financial year opening on 1 January 2016.

■ End of neutralisation, within a tax consolidation group, of the 5% share of dividends received that remains taxable under the parent/subsidiary regime. However, this taxable share is reduced to 1% under specific circumstances.

■ Creation of a country-by-country reporting obligation in accordance with the BEPS (base erosion and profit shifting) programme.

■ The French tax authorities intend to implement a Pay-As-You-Earn (PAYE) withholding tax system on employment income that will come into effect from 1 January 2018. Currently, income tax on employment income is accounted for via the annual tax return.

The Macron Law of 6 August 2015 has been introduced to promote growth, activity and equality of economic opportunity. The law:

■ Adds exceptions to the prohibition on Sunday work, making it easier for retail stores to trade on Sundays.

■ Widens the possibilities for retail stores to stay open in the evening.

■ Relaxes the employer's obligation to inform employees of a business sale.

■ Introduces greater flexibility in the event of redundancy.

■ Provides further sanctions in the event of non-compliance with posted work.

■ Partly abolishes prison sentences for "obstruction offences" (for example, in cases of infringement to the normal running of the staff representative bodies).

■ Provides for accelerated proceedings before labour courts.

■ Provides caps on damages for unfair dismissal (although invalidated by the Constitutional Council, the measure will be revised in the context of the employment reform in 2016).

The Rebsamen Law of 17 August 2015 on social dialogue:



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■ Introduces more flexibility in the employee representative structure by widening the possibility to regroup the existing representative bodies.

■ Simplifies the social dialogue by regrouping the mandatory consultations with the works council and negotiations with union representatives under three main themes.

■ Clarifies the roles of health and safety committees.

■ Creates regional joint-committees to represent employees in very small companies.

■ Imposes a fair representation of men and women within employee representative bodies.

■ Reinforces the obligation to have staff representatives on the Company's Board.

■ Introduces a set of measures aimed at promoting union activities.

The Combrexelle Report on labour law reform in 2016 involves a major reform that aims to open more topics to collective negotiation and promoting union dialogue. This will require, among other things, rewriting the Labour Code under three main parts.

In addition, there has been the Announcement of Macron Law 2 (Noé Law). The draft bill is to be issued by January 2016, and aims to implement a new set of measures for improving growth, and in particular freeing the digital economy.

Because of the parliamentary workload in 2016, there is a project to partially merge the Noé law into the new 2016 employment and labour reform (called the "El Khomri law").

II. Legal System

A. What Is the Legal System Based on (for Example, Civil Law, Common Law or a Mixture of Both)?

The French legal system is ruled by civil law with a dual judicial system:

■ Ordinary courts (that handle criminal and civil litigation between private parties).

■ Administrative courts.


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III. Foreign Investment

A. Are There Any Restrictions on Foreign Investment (Including Authorisations Required by Central or Local Government)?

All foreign investments must be declared with the French Central Bank (for statistical reasons).

Most foreign investments must also be declared with the Public Treasury who can verify whether or not any prior authorisation is required.

Prior authorisation from the Minister for the Economy is required for foreign investments if they are made in respect of certain "sensitive industries" (for example, energy, water supply, and public health).

B. Are There Any Restrictions on Doing Business with Certain Countries or Jurisdictions?

There is no restriction on doing business with certain countries or jurisdictions.

C. Are There Any Exchange Control or Currency Regulations? There are no exchange control or currency regulations.

D. What Grants or Incentives Are Available to Investors? Foreign and local investors can benefit from various financial incentives depending on various considerations, for example the:

■ Size of the company.

■ Sector and location involved.

■ Level of contribution to research and development (R&D) and certain specific activities encouraged by the government.



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IV. Business Vehicles

A. What Are the Most Common Forms of Business Vehicle Used in Your Jurisdiction?

The most common form of business vehicle is a private limited liability company, which can take several forms. The following are the most used in France:

■ Simplified joint stock company (société par actions simplifiée) (SAS) that offers flexible corporate and governance structures allowing the partners to freely set specific rules in the bye-laws.

■ Limited liability company (société à responsabilité limitée) (SARL), which can be used as an alternative for the SAS.

■ Joint stock company (société anonyme) (SA) which is used for large size companies as its governance is strictly governed by law. This is the only form of company from the ones listed above that can be a publicly-listed company.

B. In Relation to the Most Common Form of Corporate Business Vehicle Used by Foreign Companies in Your Jurisdiction, What Are the Main Registration and Reporting Requirements?

The following rules apply to the simplified joint stock company (société par actions simplifiée) (SAS).

1. Registration and Formation

The company must be registered with the Trade and Companies Registrar (Registre du commerce et des sociétés) (RCS). Registration takes between five and ten days once the following documents have been finalised and submitted:

■ A proof of address of the company's registered office.

■ The certificate(s) delivered by the bank for the contributions in cash.

■ Original signed copies of the articles of association.

■ A list of the shareholders including the number of shares and the amount invested by each shareholder.

■ Copies of the acceptance letters of the statutory auditors, if their appointment is required.


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2. Reporting Requirements

The minutes of the general meeting that approves the annual accounts must be made public on an annual basis.

The RCS also issues the Kbis extract (Extrait Kbis), which is the identification document of a French company. Any changes in the company that amend the articles of association or the information provided on the KBis extract must also be published and registered with the RCS.

3. Share Capital

The share capital is determined by the articles of association. There are no minimum or maximum share capital requirements.

4. Non-Cash Consideration

Shares can be issued in consideration for contribution in kind. A report of the auditor must evaluate such contributions.

Shares can also be issued in consideration for contribution of services or technical knowledge (apport en industrie).

5. Rights Attaching to Shares

Restrictions on rights attaching to shares. The shares can be freely transferred, unless otherwise provided for in the articles of association.

An SAS can issue ordinary shares or preferred shares with specific rights described in the articles of association.

Automatic rights attaching to shares. Unless otherwise provided for in the articles of association, each ordinary share confers on its holder an equal right to:

■ The profits of the company and the liquidation premium.

■ Attend shareholders' meetings.

■ Vote at shareholders' meetings.

■ Have access to a minimum level of information (for example, annual accounts).



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C. In Relation to the Most Common Form of Corporate Business Vehicle Used by Foreign Companies in Your Jurisdiction, Outline the Management Structure and Key Liability Issues.

The following rules apply for the simplified joint stock company (société par actions simplifiée) (SAS).

1. Management Structure

The SAS must have a president (who is the only corporate body provided for by French commercial law).

2. Management Restrictions

There are no restrictions on foreign managers.

3. Directors' and Officers' Liability

The president and directors can be liable to the company and third parties if they infringe the laws relating to the SAS or the company's articles of association.

4. Parent Company Liability

The corporate veil applies to a parent company, which is a separate entity from its subsidiary.

However, a parent company's liability can be engaged in distress situations in specific exceptional circumstances, such as the interference in its subsidiary's business, or if the assets or identity of two companies appear to be confused as a single entity.


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V. Employment

A. Laws, Contracts and Permits

1. What Are the Main Laws Regulating Employment Relationships?

Employment relationships in France are mainly regulated by:

■ EU regulations.

■ The Labour Code.

■ Industry and company collective bargaining agreements.

■ Internal regulations and practices.

Individual contractual terms.

2. Is a Written Contract of Employment Required? If So, What Main Terms Must Be Included in It? Do Any Implied Terms and/or Collective Agreements Apply to the Employment Relationship?

An employment contract can be verbal, but it is highly recommended to execute employment contracts in writing to secure the employment relationship.

However, a written contract is required by law in the following circumstances:

■ For specific types of contracts (for example, fixed-term, part-time, apprenticeships).

■ When it includes certain terms (for example, non-competition or non-solicit covenants, exclusivity, contractual termination indemnities).

■ When the applicable collective bargaining agreement provides for a written contract.

3. Do Foreign Employees Require Work Permits and/or Residency Permits?

Nationals of the Europe Union (EU) and European Economic Area (EEA) and Switzerland have the right to work in France provided they have valid ID (except for Croatia until 1 January 2020).

Non-EU nationals must obtain either a work permit or a visa authorising them to work in France.



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If the non-EU national lives outside of France, the employer must submit a work permit application to the French local authorities.

If the non-EU national already lives in France, the employer must ensure that he has obtained a proper visa.

B. Termination and Redundancy

1. Are Employees Entitled to Management Representation and/or to Be Consulted in Relation to Corporate Transactions (such as Redundancies and Disposals)?

The works council, which must be implemented in all companies that employ at least 50 people, must be consulted on all projects impacting the general running of the company and/or its economic or legal structure.

In companies that employ at least 50 employees, the works council has the right to appoint representatives to their board meetings or to the supervisory boards and to shareholders meetings, in a consultative capacity.

2. How Is the Termination of Individual Employment Contracts Regulated?

Early termination of a fixed-term employment contract is only allowed in limited circumstances as provided by the French Labour Code.

Termination of a permanent employment contract by the employer is allowed on personal and economic grounds if the employer can demonstrate a "real and serious cause" for dismissal.

A permanent employment contract can also be terminated by way of a mutually-agreed termination (rupture conventionnelle) where the employer and the employee will agree on the termination and its terms.

3. Are Redundancies and Mass Layoffs Regulated?

Redundancy must result exclusively from:

■ Economic difficulties (this must be assessed at group level worldwide in the relevant business sector).

■ Technological changes.

■ The need to restructure to safeguard competition.


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The redundancy procedure will vary depending on the company's headcount and the number of anticipated redundancies.

VI. Tax

A. Taxes on Employment

1. In What Circumstances Is an Employee Taxed in Your Jurisdiction and What Criteria Are Used?

An individual is regarded as a French tax resident if they:

■ Live with their family in France.

■ Spend most of their time in France.

■ Carry on their main profession, occupation or employment in France.

■ Have the centre of their economic interest in France.

2. What Income Tax and Social Security Contributions Must Be Paid by the Employee and the Employer During the Employment Relationship?

a. Tax Resident Employees

The top personal tax rate is 45% (plus an additional levy of a maximum of 4%, resulting in a 49% maximum rate) excluding social security contributions.

The personal return filing date is at the end of May (the actual date for submission of return is confirmed each year by the tax authorities) with no possible extension unless filed online.

Unless an election is made for monthly payments, two instalment payments are required, to be paid not later than 15 February and 15 May of the year following the year under assessment. In the Autumn, a final balance payment must be made on receipt of an individual collection notice.



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b. Non-Tax Resident Employees

A withholding tax on the French sourced salary is levied by the French employer on a monthly basis at a rate of 0%, 12% or 20% as an advance payment of the personal income tax.

c. Employers

Both the employer and the employees must pay social security contributions calculated as a percentage of the employee's income.

The employee's share represents 22% to 27% of his gross salary, and is paid towards health insurance, the national pension scheme and unemployment insurance. The employer deducts the contributions from the employee's income and pays it to the competent authority in charge of collecting them. Income tax is not deducted.

Employers pay contributions to health insurance, the national pension scheme and unemployment insurance of approximately 45% to 50% of the gross salary of the employee.

B. Business Vehicles

1. When Is a Business Vehicle Subject to Tax in Your Jurisdiction?

a. Tax Resident Business

A corporation is considered a French tax resident if its headquarters, as set out in its articles of association, are in France, or its place of effective management is in France.

b. Non-Tax Resident Business

A corporation is considered to operate a business in France if it has any of the following:

■ An autonomous establishment in France.

■ A dependent agent empowered to act on behalf of the non-resident business in France.

■ A complete cycle of activity in France (for example, manufacture and sale of a product).


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2. What Are the Main Taxes that Potentially Apply to a Business Vehicle Subject to Tax in Your Jurisdiction (Including Tax Rates)?

a. Corporate Income Tax (CIT)

The income tax base is territorial. Profits are subject to French CIT only if derived from a business operated in France, real-estate assets located in France or activities taxable in France under a double tax treaty.

The standard rate of CIT is 33.33%. It is also the top rate of CIT, although a CIT surcharge can apply resulting in a maximum aggregate rate of 34.43%.

The corporate return filing date is no later than the second working day after 1 May for financial years based on the calendar year or otherwise within three months after the end of the financial year.

Four quarterly instalment payments are mandatorily scheduled throughout the financial year, the balance payment being made on the 15th day of the fourth month following the closing of the financial year.

b. Value Added Tax (VAT)

Supplies of goods and services in France are subject to VAT at a standard rate of 20%, unless reduced rates or exemptions apply. As a general rule, if a business (resident or non-resident) makes taxable supplies in France for which it is liable to pay VAT, it will be required to register and account for French VAT.

As a general rule, a taxable person can recover input VAT charged on goods and services supplied to it for business purposes by offsetting the VAT against output VAT charged on supplies made.

c. Territorial Economic Contribution (local taxes)

Companies engaged in a business in France are subject to the territorial economic contribution (CET) that consists of two distinct taxes, capped at 3% of the added value of:

■ The real property contribution that is assessed on the rental value of the company's immovable assets.

■ The contribution on the added value that is assessed on the added value produced by the company.



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C. Dividends, Interest and IP Royalties

1. How Are the Following Taxed:

■ Dividends paid to foreign corporate shareholders?

■ Dividends received from foreign companies?

■ Interest paid to foreign corporate shareholders?

■ Intellectual property (IP) royalties paid to foreign corporate shareholders?

a. Dividends Paid

Dividends paid to non-residents are subject to a 30% withholding tax. The withholding tax is increased to 75% if dividends are paid to a beneficiary or on an account located in a "non-cooperative state or territory" (NCST), that is, Nauru, Guatemala, Brunei, Marshall Islands, Botswana and Niue for 2016.

However, the withholding tax is usually reduced or eliminated by the applicable double tax treaties or on the grounds of the EU parent/subsidiary directive subject to certain conditions, including that they are held for a minimum of two years and the shareholding is a minimum of 5%.

Entities liable to corporate income tax (CIT) in France (subject to certain exceptions) are liable to a 3% tax on dividend distributions, which is not reduced under the double tax treaties or the EU parent/subsidiary directive.

b. Dividends Received

As a general rule, dividends received by a company are included in the computation of the relevant company's taxable income subject to the standard rate of CIT.

Based on the EU parent/subsidiary directive, dividends can be 95% or 99% exempt from CIT subject to certain conditions.

c. Interest Paid

As a general rule, no withholding tax is levied on French source interest, except in cases where:

■ Interest is paid to a beneficiary or on an account located in a NCST.

■ Interest is non-deductible by application of certain rules restricting the deduction and as such treated as a deemed dividend, in which case, the relevant dividend withholding tax applies.


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d. IP Royalties Paid

A withholding tax can be levied at the standard rate of 33.33% (increased to 75% if paid to a beneficiary or on an account located in a NCST). Lower withholding tax rates or withholding tax exemptions are generally applicable under double tax treaties or under the EU interest and royalties directive subject to certain conditions.

D. Groups, Affiliates and Related Parties

1. Are There Any Thin Capitalisation Rules (Restrictions on Loans from Foreign Affiliates)?

The set of rules restricting the deductibility of interest is complex and the following is an outline of the limitations applicable to minority shareholders loans and to related party loans. Specific rules apply to tax consolidated groups.

a. Anti-Hybrid Rule on Loans Granted by Related Parties

Interest on related party loans is tax deductible only if the French borrower can prove that the interest is subject to an income tax that represents at least 25% of the French standard corporate interest tax (CIT) rate.

b. Interest Rate Limitation on Loans Granted by Direct Minority Shareholders

Interest on loans granted by direct minority shareholders are deductible from the borrowing company's taxable income subject to the following conditions:

■ The share capital of the borrowing company is fully paid in.

■ Interest is only deductible to the extent of the average effective floating rate on bank loans with a minimum maturity of two years.

c. Thin-Capitalisation Rule on Loans Granted (or under Certain Circumstances Guaranteed) by Related Parties

Interest on loans granted by related parties (whether direct or indirect shareholders) are normally subject to the interest rate limitation as above. However deduction of interest corresponding to a higher rate may be allowed if such rate is at arm's length.

The portion of interest accruing on the annual average amount of related party loans that exceed the highest of the three following thresholds will not be deductible from the borrower's taxable income:



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■ Debt-to-equity ratio: the threshold corresponds with the interest on related party loans multiplied by the ratio between 150% of the borrowing entity's net equity and the average principal amount of related party debt.

■ Adjusted earnings before interest, taxes, depreciation, and amortisation (EBITDA) limitation: the threshold corresponds with 25% of the borrowing entity's adjusted EBITDA.

■ Amount of interest received by the borrowing entity from related parties.

However, the limitations above will not apply in the following circumstances:

■ If the "non-deductible" interest does not exceed EUR150,000.

■ If the interest is paid under a cash pooling agreement and the borrowing entity is the agent under the agreement.

■ If the borrowing entity proves that the overall debt-to-equity ratio of its group is higher than its own debt-to-equity ratio.

The portion of interest which is not deductible as a result of these rules can be carried forward into subsequent financial years. However, the amount of interest that can be carried forward is discounted by 5% each year, as from the second carried forward financial year.

d. General Deduction Limitation of Net Financial Expenses

For the financial year opening as of 1 January 2014, 25% of the net financial expenses of a company whose net financial expenses exceed EUR3 million can be added back to its taxable income.

e. Specific Deduction Rules Applying to Interest Paid in Non-Co-operative Jurisdictions

Interest paid or due by an individual or an entity located in France to individuals or entities located in a "non-cooperative state or territory" (NCST), that is, Nauru, Guatemala, Brunei, Marshall Islands, Botswana, Niue for 2016 (NCST) are not deductible from the taxable income of the borrower (safe harbour rules may apply subject to conditions).

2. Must the Profits of a Foreign Subsidiary Be Imputed to a Parent Company That Is Tax Resident in Your jurisdiction (Controlled Foreign Company Rules)?

If a French company subject to corporate income tax (CIT) in France has a foreign branch, or if it holds, directly or indirectly an interest of at least 50% in any type of structure benefiting from a privileged tax regime, the profits of the foreign entity or enterprise are subject to CIT in France (safe harbour rules may apply subject to conditions). The shareholding threshold is reduced to 5% if more than 50% of the foreign entity is held by French companies acting in concert or by entities controlled by the French company.


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3. Are There Any Transfer Pricing Rules?

French transfer pricing rules allow the tax authorities to adjust tax computations in the case of non-arm's length commercial transactions.

French taxpayers that exceed the following thresholds are required to prepare and keep available for the French tax authorities a transfer pricing documentation:

■ Companies having a turnover or gross assets equal to or exceeding EUR400 million.

■ Companies owned by or owning directly or indirectly more than 50% of a company with a turnover or gross assets equal to or exceeding EUR400 million.

■ Companies that are a member of a tax consolidated group, where at least one company meets one of the above requirements.

Companies within the scope of the above documentation requirement are also required to file a light transfer pricing documentation within six months following the filing of the annual corporate income tax return.

Groups with consolidated revenues of over EUR750 million are required to report the allocation of their profits on a country-by-country basis as from financial years opened on or after 1 January 2016.

E. Customs Duties

1. How Are Imports and Exports Taxed?

Any person or entity who pursues a commercial activity in France on a regular basis can import goods from abroad. Import is defined as the operation of introducing goods from third countries into the European Union (EU) and is subject to applicable EU tariffs.

French VAT applies to:

■ The acquisitions of goods from another EU member state by a taxable person.

■ Reverse-charge services received by a taxable person in France (that is, services for which the recipient must account for the VAT due).

■ The importation of goods from outside the EU, regardless of the status of the importer. (As a general rule, exports outside the EU are exempt from VAT.)



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F. Double Tax Treaties

1. Is There a Wide Network of Double Tax Treaties?

France has signed approximately 125 double tax treaties and "quasi-treaties", notably with the Convention on the Organisation for Economic Co-operation and Development (OECD) countries and the European Union (EU) member states.

VII. Competition

A. Are Restrictive Agreements and Practices Regulated by Competition Law? Is Unilateral (or Single-Firm) Conduct Regulated by Competition Law?

1. Competition Authority

The French Competition Authority (FCA) is an independent administrative authority that carries out all activities of competition regulation. Its website provides information on the applicable rules (www.autoritedelaconcurrence.fr).

2. Restrictive Agreements and Practices

Article L. 420-1 of the French Commercial Code prohibits express or implied combined actions and agreements between undertakings that prevent, restrict or distort competition on a market. This is regardless of whether the anti-competitive agreements and practices are carried out through undertakings established outside of France.

3. Unilateral Conduct

Article L. 420-2 of the French Commercial Code prohibits the abuse of a dominant position on a market, and of the state of economic dependence of a client or a supplier. This is regardless of whether the abuse is carried out through an undertaking established outside of France.


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B. Are Mergers and Acquisitions Subject to Merger Control? French merger control applies when two or more independent undertakings merge or create a fully functioning joint venture, or when one or several undertakings acquire, (directly or indirectly) control of all or part of one or several other undertakings.

There are three alternative turnover-based notification thresholds:

■ General rule. This is where the:

• combined aggregate worldwide turnover (exclusive of tax) of all of the undertakings concerned exceeds EUR150 million; and

• aggregate turnover (exclusive of tax) achieved in France by each of at least two of the undertakings concerned exceeds EUR50 million.

■ Specific rules applying to the retail trade sector. This is where the:

• combined aggregate worldwide turnover (exclusive of tax) of all the undertakings concerned exceeds EUR75 million; and

• aggregate turnover (exclusive of tax) achieved in France in the retail trade sector by each of at least two of the undertakings concerned exceeds EUR15 million.

■ Specific rules applying to French overseas territories. This is where the:

• combined aggregate worldwide turnover (exclusive of tax) of all the undertakings concerned exceeds EUR75 million; and

• each of at least two of the undertakings concerned have an aggregate turnover (exclusive of tax) in French overseas territories exceeding EUR15 million (or EUR5 million for concentrations in the retail trade sector in French overseas territories).

Law No 2015-990 of 6 August 2015 (loi Macron) introduced a new article, L. 462-10 into the French Commercial Code. It requires parties to a joint purchasing wholesale agreement in the retail and distribution sectors to notify the French Competition Authority (FCA) prior to its conclusion where thresholds (yet to be determined by decree) are met.

The substantive test applied by the French Competition Authority (FCA) to assess the effects of a merger is whether the operation will harm competition, particularly through the:

■ Creation or strengthening of a dominant position.

■ Creation or strengthening of purchasing power that place suppliers in a situation of economic dependency.

Foreign-to-foreign transactions that meet the above turnover thresholds are caught by the French merger control regime, even if no party to the transaction has physical presence in France.



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There are no exemptions for foreign-to-foreign transactions.

VIII. Intellectual Property

A. Outline the Main IP Rights in Your Jurisdiction.

1. Patents

Definition and legal requirements. Patents are an industrial property title relating to an invention and grants its owner an exclusive right of use. For a French patent to be valid, the invention must meet the following criteria:

■ Be accepted as "patentable" under French law. For example, scientific theories,aesthetic creations, mathematical methods, plant or animal varieties, discoveriesof natural substances, commercial methods, methods for medicaltreatment/diagnosis (as opposed to medical products) or computer programs arenot patentable.

■ Be novel over the prior art.

■ Involve an inventive step (and not be obvious to a person skilled in the art).

■ Be capable of industrial application.

■ Be disclosed in an application in a manner sufficiently clear and comprehensiveto be reproduced by a person with an ordinary level of skill in the relevanttechnical field.

The French Intellectual Property Code (IPC) makes a distinction between product claims and process claims.

Registration. The French Patent Office (Institut National de la Propriété Industrielle) (INPI) register patents. Its website (www.inpi.fr) provides guidance on the patent application procedure.

Enforcement and remedies. French law prohibits both direct infringement and contributory infringement.

Patent infringement actions can be brought before Paris courts (that have exclusive jurisdiction) by the patent owner, usually after gathering evidence via an infringement seizure (saisie-contrefaçon), by way of an action on the merits and a summary action in order to obtain an interlocutory injunction.


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Only a patent owner and its exclusive licensee have standing to initiate a patent infringement action. Exclusive licensees can either:

■ Join the action brought by the patent owner.

■ Bring an infringement action themselves (depending on various circumstances).

Non-exclusive patent licensees can join the action brought by the patent owner and claim damages for the harm they suffered in connection with the infringement.

Remedies. The successful claimant can obtain an injunction prohibiting further manufacturing, import, offer, sale, use or storage of the infringing products. The injunction can be ordered with immediate enforceability and subject to penalties in the event of non-compliance.

Compensatory damages may also be awarded to compensate the successful claimant for the damage suffered. In determining the amount of damages to be awarded, the court take into account distinctively the:

■ Negative economic consequences of infringement, including lost gains and losses suffered by the patent owner.

■ Moral harm suffered by the patent owner.

■ Profits made by the infringer, including intellectual, tangible and promotional investments saved or not incurred by the infringer.

As an alternative and on request by the patent owner, the court can set the damages as a lump sum. The lump sum must be greater than the royalties that would have been owed if the infringer had sought a licence. This amount is not exclusive of compensation for moral harm caused to the patent owner.

An order for the recall, delivery up or destruction of any infringing products and any tools or equipment used to manufacture them is also available.

The court can also order the publication of its decision by any appropriate means, at the infringer's expense.

Length of protection. Patent protection is granted for 20 years from the filing of the patent application.

The length of protection can be extended, via supplementary protection certificates and pediatric extensions, for medicinal products and plant protection products.

2. Trademarks

Definition and legal requirements. Trade marks are any sign that serves to distinguish the goods or services of a natural or legal person. A word, a sound or a picture can be protected



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as a trade mark. Trade marks provide an indication for consumers of the commercial origin of the marked products or services.

Any sign (or combination of signs) can be registered as a trade mark if it is:

■ Capable of distinguishing the goods or services of one undertaking from those of other undertakings.

■ Distinctive. In general, this means that the trade mark will receive protection if it acquires secondary meaning as applied to the goods or services to which it is attached. A trade mark can acquire distinctiveness through use, if it is not distinctive in itself.

Protection. The French Intellectual Property Office (INPI) is the authority that registers trade marks in France.

Enforcement and remedies. A trade mark infringement lawsuit can be brought before the criminal or civil courts by the:

■ Recorded owner of the trade mark whose rights have been infringed.

■ Exclusive licensee that is duly recorded with the INPI.

Remedies are available to the right-holder regardless of whether the infringement is intentional.

Punitive damages are not available under French law.

French law prohibits both direct infringement and contributory infringement.

Trade mark infringement actions can be brought before specialised courts (Paris courts having exclusive jurisdiction for community trade marks). Actions are usually brought after gathering evidence via an infringement seizure (saisie-contrefaçon), by way of an action on the merits and a summary action, in order to obtain an interlocutory injunction.

An injunction against the further manufacture, import, offer, sale, use or storage of the work can be ordered with immediate enforceability and subject to penalties.

French courts take the following into consideration when determining the amount of compensatory damages to award:

■ The negative or detrimental economic consequences of infringement, including lost gains and losses suffered by the rights holder.

■ The moral harm suffered by the rights holder.

■ The profits earned by the infringer, including intellectual, tangible and promotional investments saved or not incurred by the infringer.

Length of protection and renewability. Protection is through registration only. Registration remains in effect for ten years and is renewable indefinitely so long as the mark is used and remains distinctive.


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3. Unregistered Trademarks

Unregistered trade marks are not recognised under French law, and a mark owner has no rights in relation to it. However, under Article 6bis of the Paris Convention, a well-known mark can be protected in France even if it has not been registered with the French Intellectual Property Office (INPI).

Any person who uses a well-known mark for goods or services that are not similar to those designated in the registration must be liable under civil law, if the use is likely to cause prejudice to the mark owner or if such use constitutes unjustified exploitation of the mark (Article L. 713-5, Intellectual Property Code).

4. Registered Designs

Definition. An industrial design is the ornamental or aesthetic aspect of an article. The design can consist of three-dimensional features, such as the shape or surface of an article, or of two-dimensional features, such as patterns, lines or colours.

To be protected, an industrial design must be non-functional. The design must not consist of features solely determined by the object's technical function. This means that an industrial design is primarily of an aesthetic nature and any technical features of the article to which it is applied are not protected.

In order to be able to register a design, the design must be new and have an "individual character". A design is new if no identical design is known to have existed before. Designs must be considered to be identical if their features differ only in immaterial details. A design has individual character if the overall visual impression it produces on the informed observer differs from that produced by any design or model disclosed before the date of the filing of the application for registration or before the date of priority claimed.

Registration. The application for a registered French design can be filed at the INPI.

Enforcement and remedies. A design infringement lawsuit can be brought by the recorded owner of the registered design whose rights have been infringed, or by the exclusive licensee duly recorded with the INPI, before either the criminal or civil courts.

The unauthorised use of a registered design constitutes infringement.

In assessing infringement, the French courts take into account the overall visual impression that the design created for the informed observer, setting aside insignificant differences.

Before the criminal courts, an infringer faces a fine of up to EUR300,000 (or EUR500,000 in certain circumstances) and imprisonment for up to three years.



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Length of protection and renewability. A registered French design can be protected for a maximum of 25 years. The initial term of protection is five years, which can be renewed by four consecutive five-year periods.

5. Unregistered Community Designs

Definition and legal requirements. The unregistered community design provides companies with an opportunity to test their products in the marketplace before going through the effort and expense of registering all designs, many of which may not succeed in the marketplace.

Unregistered community design rights can be protected if they are new, are made available to the public within the European Union (EU) and have an individual character.

In addition, unregistered and registered designs are eligible for copyright protection if the owner can demonstrate that the designs are "original", meaning that the designs show the author's personality in their creation.

Enforcement and remedies. An unregistered community design infringement lawsuit can be brought by the recorded owner of the unregistered design whose rights have been infringed before the Paris courts which have exclusive jurisdiction.

The unauthorised use of an unregistered community design constitutes infringement.

In assessing infringement, the French courts take into account the overall visual impression that the design created for the informed observer, setting aside insignificant differences.

Before the criminal courts, an infringer faces a fine of up to EUR300,000 (or EUR500,000 in certain circumstances) and imprisonment for up to three years.

Length of protection. Unregistered community design protection starts from the date on which the design was first made available to the public within the community and lasts for a term of three years.

6. Copyright

Definition and legal requirements. Copyrights include economic rights and moral rights. French law grants copyright protection to "the rights of authors in all works of the mind, whatever their kind, form of expression, merit or purpose".

There are two main conditions for copyright protection:

■ The work must be fixed in a material form (that is, on paper, in a computer program or in an electronic document).

■ The work must be original (that is, it must be endowed with the personality of its author).


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Protection. Copyright cannot be registered in France.

Enforcement and remedies. The author is entitled to enforce copyright.

Copyright infringement actions can be brought before specialised courts, usually after gathering evidence via an infringement seizure (saisie-contrefaçon), by way of an action on the merits and a summary action, in order to obtain an interlocutory injunction. An injunction against the further manufacture, import, offer, sale, use or storage of the work can be ordered with immediate enforceability and impose penalties.

French courts take the following into consideration when determining the amount of compensatory damages to award the:

■ Negative or detrimental economic consequences of infringement, including lost gains and losses suffered by the rights holder.

■ Moral harm suffered by the rights holder.

■ Profits earned by the infringer, including intellectual, tangible and promotional investments saved or not incurred by the infringer.

Length of protection and renewability. The economic rights of the author last for 70 years after his death. The author is deemed to have died on 31 December of the year of death. The date of death of the last contributor serves as the reference point for the 70-year post mortem auctoris period for collaborative works.

Moral rights are perpetual, inalienable and not subject to statutes of limitations.

7. Other

Software. A specific copyright regime is protecting software, such as source codes, object codes, software architecture, logic interfaces and preparatory design materials, under the following conditions:

■ The software must be fixed in a material form.

■ The software must be original (that is, where the author's personal contribution can be demonstrated).

Other elements composing a software (for example, graphic interfaces and designs), can be protected by the ordinary copyright regime.

Databases. Whether in a printed or an electronic form, databases are protected by copyright (droits d’auteur) under certain conditions. They can also benefit from an additional or alternative protection by a sui generis right. Such a right protects the producer of the database who made substantial qualitative and/or quantitative investments in the content of the database.



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Geographical Indications (GI). This is a protection granted to products having a specific geographical origin and possessing qualities or a reputation resulting from that origin.

Mask works. These are protectable as an industrial property title relating to a final or intermediary semiconductor product topography and grants to its owner an exclusive right of exploitation/reproduction.

Trade secrets. A protectable trade secret is information that:

■ Is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons within circles that normally deal with the kind of information in question or to the public.

■ Has commercial value because it is secret.

■ Has been subject to reasonable steps under the circumstances, by the person lawfully in control of the information, to keep it secret.

Trade secrets protection continues as long as secrecy is preserved. Know-how (technical secrets) is better protected than commercial secrets.

IX. Marketing Agreements

A. Are Marketing Agreements Regulated? The following articles contain anti-trust provisions that prohibit anti-competitive practices and abuse of a dominant position on a market:

■ Articles L. 420-1 and L. 420-2 of the French Commercial Code.

■ Articles 102 and 102 of the Treaty on the Functioning of the European Union (TFEU).

The articles apply to marketing agreements, agency, distribution, franchising agreements and e-commerce.


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1. Agency

Agency agreements are governed by Articles L. 134-1 and R. 134-1 of the French Commercial Code.

The contractual term can be with or without a fixed term. For contracts without a fixed term, the minimum period of prior notice to terminate the agency contract is:

■ One month's notice during and until the end of the first year of the contract.

■ Two months' notice once the second year has commenced.

■ Three months' notice once the third year has commenced and for all subsequent years.

In case of expiration or termination of a commercial agency contract, a commercial agent is entitled to compensation. This is even if the termination is the result of the agent committing a breach or act of negligence or has not fully complied with its obligations. Only in cases of very serious breaches is the principal entitled to deny payment of the termination compensation to the agent.

The amount of compensation equals the losses actually suffered by the agent because of the termination or non-renewal. However, in practice, courts usually calculate compensation on the basis of two years' worth of commissions.

2. Distribution

Distribution agreements are subject to standard contractual rules.

3. Franchising

There are no specific franchising laws.

Under French law, when a contract provides for exclusivity or quasi-exclusivity and when one party grants the other with the right to use a commercial name, trade mark or trade name, the granting party must inform the candidate, prior to the contract, of several details. This includes the name of the undertaking, its date of creation, its affiliates and subsidiaries, the term of the contemplated contract, the financial conditions, and other commercial terms.

The form and the content of the contract is freely determined by the parties, although the contract must comply with:

■ General principles of French commercial contract and competition law (including the French Civil Code and the Loi Doubin).

■ EU regulation, including the EU Code of Ethics for Franchising.



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X. E-Commerce

A. Are There Any Laws Regulating E-Commerce (Such as Electronic Signatures and Distance Selling)?

Several laws are applicable in relation to e-commerce:

■ The EU Directives (Directive 2000/31/CE, 8 June 2000, on electronic commerce; Directive 2011/83/CE, 25 October 2011 on consumer rights).

■ The Law on the Confidence in the Digital Economy dated 21 June 2004 (on the liability of hosting providers, e-commerce, online advertising) which implements the e-commerce Directive.

■ The Civil Code (Articles 1369-1 et seq.; Article 1316).

■ The Consumer Code (Articles L. 111-1 and L. 111-2; Articles L. 121-1 et seq.; Articles L. 121-18 and L. 121-19; Articles L. 122-11 to L. 122-15; Article L. 121-20).

■ The Commercial Code (for example, Article L. 310-3 relating to sales periods).

■ The Consumer Code sets the rules in the field of distance selling (implementing Directive EU 2011/83).

XI. Advertising

A. Outline the Regulation of Advertising in Your Jurisdiction. In the field of advertising French law requires the use of the French language and the identification of the advertising.

Under the French Consumer Code a commercial practice is unfair if:

■ It creates confusion with another good or service, trade mark, commercial name or another distinctive sign of a commercial competitor.

■ It is based on false or misleading allegations and concerns certain information relating to the good.

■ The person for whom the commercial practice is implemented is not identifiable.

■ Some substantial information, such as the main characteristics of the good or the service, is omitted.


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Direct or indirect advertising for tobacco and tobacco products is prohibited (except under certain circumstances).

The following is advertising that is regulated:

■ Article L. 3323-2 of the Public Health Code regulates the advertising of alcoholic beverages. It provides the conditions and the media outlets where such advertising can take place.

■ Article R. 2133-1 of the Public Health Code provides the health and safety information that must be mentioned in certain advertising involving specific food and beverages.

■ Article 7 of the Law of 12 May 2010 regulates advertising for operators in the gambling sector. It provides the warning message that must be mentioned in the advertising, limits the list of recipient of such advertising as well as the places and media where it can be placed. The decree of 8 June 2010 requires that there must be a warning message in advertising for operators in the gambling sector.

In addition, the Law of 29 January 1993 (Loi Sapin), provides rules that apply to the purchase of advertising space.

In addition, it must be noted that depending on the medium used to advertise, the rules can be stricter, in particular when advertising on TV.

XII. Data Protection

A. Are There Specific Statutory Data Protection Laws? If Not, Are There Laws Providing Equivalent Protection?

Personal data is protected by the Law of 6 January 1978 on Information Technology, Data Files and Civil Liberty, as amended, which provides fines in cases of violation.

The EU Data Protection Directive 95/46/EC has been implemented in the French Data Protection Act via Law No. 2004-801 of 6 August 2004.

The French Criminal Code prohibits (among other data protection violations) the processing of personal data against the will of the data subject when the processing is for a future purpose, or when the data subject's opposition is based on legitimate reasons.

In addition, the French data protection authority (CNIL) adopts recommendations for personal data processors.



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XIII. Product Liability

A. How Is Product Liability and Product Safety Regulated? There is a general principle of liability for defective products. There are also a number of generic and product-specific pieces of legislation, depending on the field of activity, designed to protect the end users/consumers of the product.

A product manufacturer can be held liable for losses or harm caused to a victim by defective products (Articles 1386-1 et seq., French Civil Code). A product is "defective" when it does not provide the safety a buyer or a third party is entitled to expect, taking all circumstances into account (for example, presentation of the product and reasonable expected use).

Subject to the general rules related to civil liability, the victim can request to obtain compensation for the loss or harm suffered from the defective products. The victim must prove the defect, the loss/harm it has suffered and causation between the defect and the harm/loss. Under French law, there are no punitive damages. Only the actual amount of the loss/harm will be compensated.

The manufacturer is liable unless it can prove that:

■ It did not put the product on the market.

■ The defect did not exist when the product was put on the market.

■ The product was not intended for sale or distribution.

■ The technical and scientific study relating to the product, did not detect the defect at the time the product was put on the market.

■ The defect is due to compliance with public policy rules


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XIV. About the Authors

A. Philippe Danesi DLA Piper

T +33 1 40 15 24 23

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com

Professional qualifications. Lawyer, France

Areas of practice. Employment

Non-professional qualifications. University of Paris XII Paris-Diderot, Master's degree (DESS) in business law

Languages. French, English

Professional associations/memberships. Paris Bar

Publications

■ Be Global: Employment law e-bulletin - October 2013, Be Global: Employment law newsletter, 1 Oct 2013

■ Be Global: Employment law newsletter - May 2013, Be Global: Employment law newsletter, 15 May 2013

■ Be Global: Employment law newsletter - November 2012, Be Global: Employment law newsletter, 15 Nov 2012

B. Karine Disdier-Mikus DLA Piper

T +33 1 40 15 25 32

F +33 1 40 15 24 01

E [email protected]



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W www.dlapiper.com


Areas of practice. Intellectual property (including, trade marks, designs, copyright, domain names, unfair competition, enforcement); anti-counterfeiting actions; franchising/licensing; cross-border merger and acquisition transactions.

Non-professional qualifications. McGill University, Canada, LL.M in comparative law; University of Grenoble, France, DESS (post-graduate Master's degree) in intellectual property law; University of Grenoble, France, Master in business law


Recent transactions

■ Representing a leading hair appliances manufacturer in IP enforcement matters including "notice and take down" actions, complaints to online marketplaces and infringers, and liaising with police, administrative authorities and French customs.

■ Representing a major pharmaceutical company as lead and co-ordinating counsel in protecting and enforcing its IP rights in Europe, including EU wide trade mark prosecution management and customs intervention.

■ Managing worldwide trade mark portfolio and representing a luxury hotel (consistently voted one of the world's very best hotels) in relation to trade mark and branding issues, in particular in the development of branding strategies, and trade mark enforcement internationally.

■ Successfully representing a car auction company, as defendant, in an action for alleged trade mark infringement brought by a French company before the First Instance court of Paris.

■ Successfully representing an Israeli company in an action for abusive trade mark filing and cancellation for non -use before the First Instance of Lyon.

■ Successfully representing an Italian company in a trade mark claim action brought against its exclusive French distributor before the First Instance Court of Lyon in a case where the French distributor has fraudulently filed trade marks in violation of the Italian company's rights.

Professional associations/memberships

■ INTA (International Trade mark Association gathering professionals worldwide).

■ APRAM (an International French speaking association for trade mark practitioners).

■ ECTA (a European Trade mark Association).


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■ PTMG (International Trade mark Association gathering professionals in the pharmaceutical sector).

■ Paris Bar Association.

Publications

■ "Say it with flowers... But beware of keywords!", 4 May 2015

■ Designs: A Global Guide chapter 2015- France. This article first appeared in Designs: A Global Guide 2015, supplement to WTR magazine, published by The IP Media Group. To view the guide in full, please go to www.worldtrademarkreview.com.

■ New gTLDs: Gearing up for the Trademark Clearinghouse, Intellectual Property and Technology News, 15 March 2013

C. Sarmad Haidar DLA Piper

T +33 1 40 15 66 44

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. M&A (notably in advising in the context of leveraged buyout acquisitions and transfers operations); restructurings, external growth transactions and setting up investment agreements for management; advises investment funds, industrial groups (listed and non-listed) and management teams.

Non-professional qualifications. ESCP-EAP school of management, University of Paris XI - Jean Monnet, Master's degree in business law

Languages. French, English, Arabic

Recent transactions

■ Advising EDP Renovaveis in the context of the sale of 49% of a wind farm portfolio EFG Hermes, an Egyptian private equity firm representing gulf funds.

■ Advising Gaz Européen, a business to business energy company supplier, including institutional and property managers in France, in the context of its



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entry to the capital of two new shareholders, Activa Capital and Paluel-Marmont Capital.

■ Advising Intercontinental Hotels Group (IHG) in the context of the sale of the hotel Intercontinental Paris – Le Grand to Constellation Hotels France Grand SA.

■ Advising Amplitude Technologies in the context of the investment of Samsung Venture in Amplitude Technologies, a specialist of high performance laser systems.

■ Advising Safic-Alcan, one of the major European players in the distribution of specialty chemicals, particularly for the rubber industry, owned by Parquest Capital, in the context of its sale to its management, who took a majority control position, supported by Sagard and Euromezzanine.

■ Advising Aegis Group in the context of the acquisition of 100% of the shares of Zone Franche by Dentsu Aegis Network.

■ Advising CDC International Capital (joint-venture Future French Champions (FFC)), in the context of its minority equity interest in InVivo NSA.

■ Advising Bridgepoint in the context of the acquisition of Edmond de Rothschild Capital Partners (ERCP).

Professional associations/memberships. Paris Bar Association, Beirut Bar Association

D. Marie Hindré DLA Piper

T +33 1 40 15 24 10

F +33 1 40 15 24 02

E [email protected]

W www.dlapiper.com


Areas of practice. Competition; energy; IT; construction; chemicals; food; pharmaceuticals; the seeds industry.

Non-professional qualifications. University of Paris II Panthéon-Assas, Master's degree; University of Paris I Panthéon-Sorbonne, Masters degree


Professional associations/memberships. Paris Bar Association; Brussels Bar


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E. Fayrouze Masmi-Dazi DLA Piper

T +33 1 40 15 66 24

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. Competition (including, antitrust, merger control, state aids, consumer and distribution law); specialising in competition issues in the cement sector, chemical industry, telecommunication and IT services, energy, financial services and agriculture.

Non-professional qualifications. University Paris I Panthéon Sorbonne Master 2 European law, 2006; University Paris II Panthéon Assas/Universidad de Belgrano -Buenos Aires, Double diploma master 1 international and European law, 2005; King's College London, Postgraduate diploma in economics for competition law, 2013

Languages. French, English, Portuguese, Spanish

Professional associations/memberships. Paris Bar Association

Publications

■ Le quantum du préjudice deviendra-t-il le centre de gravité des actions en réparation de dommages concurrentiels?, Revue Lamy de la concurrence (January to March 2015).

■ Dictionnaire permanent Droit européen des affaires (2013), (updated the studies on distribution law (selective, exclusive, automotive), franchise and specialisation agreements).

■ The Pfleiderer judgment or the balance between interests protected by leniency and the right for the victims to obtain compensation, Revue Lamy de la concurrence (March 2012).



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F. Frédérique Sallée DLA Piper

T +33 1 40 15 25 25

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. Goods and services industries; restructuring (preparation of "economic file" and "social plans", monitoring of negotiations with employees, union representatives and governmental labour authorities.; employment law.

Non-professional qualifications. University of Nottingham, UK, LL.M. in International business law; University of Paris X Nanterre, Master's degree in business law


Professional associations/memberships. Paris Bar

Publications

■ France amends the SYNTEC collective bargaining agreement, 17 April 2014.

■ Work place and passive smoking, 9 July 2015.

■ Data management by the employer post Safe harbor ECJ decision, 2 November 2015.

G. Edouard Sarrazin DLA Piper

T +33 1 40 15 66 66

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. Competition; distribution law; commercial law advice.


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Non-professional qualifications. University of Paris II, DEA European law;

University of London (Queen Mary and Westfield College), LL.M European competition law



H. Jean-Christophe Tristant DLA Piper

T +33 1 40 15 25 71

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. Intellectual property (specialising, patent litigation and complex cross-border cases in the life sciences and chemical industry).

Non-professional qualifications. University of Paris II, Panthéon-Assas Master's degree, 1987; Diploma of Institut d'Etudes Politiques de Paris, 1986


Recent cases

■ Representing a major US manufacture of medical devices in a patent infringement action relating to safety devices for syringes.

■ Representing a leading US manufacturer of medical devices in a patent infringement action initiated against its leading European competitor and relating to syringe pumps (multi-jurisdictional case with seizure in France).

■ Representing a Luxemburg biotech company in an action relating to the assignment of a patent protecting systems for guiding the selection of therapeutic treatment regimens for a known disease such as HIV.

■ Representing a Swiss biopharma company in an action relating to the validity and performance of a patent licence agreement in the field of endogenous gene activation.



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■ Representing a leading Austrian plan engineering group in patent infringement action in connection with stretching roller-bearing clips of lines for the production of biaxially oriented degradable and anti-bacteria film and following a seizure in France.

■ Representing a Finnish biotech company in an action for abusive contract termination and misappropriation of knowhow relating to biodegradable spinal implants.

■ Representing a French dermo-cosmetic company in a patent infringement action relating to products derived from hyaluronic acid.

■ Representing of a major US life sciences company in a patent infringement action relating to adhesive compositions for surgical use based on non-crosslinked collagen modified by oxidation.

■ Representing of a US pharmaceutical company in two patent cancellation actions brought by generic manufacturers in connection with an anti-histamine drug (multi-jurisdictional case).

■ Representing of a US manufacturing company in a patent infringement action pertaining to an elastic laminated sheet combining incrementally stretched nonwoven material and elastomeric film and initiated further to a seizure in France.

■ Assisting a US pharmaceutical company in a case of alleged patent infringement relating to fenofibrate

■ Assisting a leading US manufacturer of contact lenses confronted to the sale of non-compliant and fraudulent products bearing its trade marks and counterfeited, including liaising with the French Drug Agency and representation in the subsequent criminal proceedings.

■ Assisting a US manufacturer of suction curettes used to gather endometrial cells in a distribution and trade mark restitution dispute.

■ Representing a Swiss biopharma company in an action for unlawful comparative advertising and unfair competition relating to a drug indicated for multiple sclerosis.

■ Assisting a German pharmaceutical company in connection with the filing for marketing approval of a drug indicated for the treatment of chronic bronchitis or inflamed sinuses.

■ Advising a US manufacturer of seating cushions in connection with price setting and reimbursement negotiations with the French authorities.


Publications

■ Jean-Christophe Tristant has authored numerous articles in legal and economic publications.


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■ The view from the UK and France of the fundamental reform in European patent law, 18 December 2014

I. Gregory Tulquois DLA Piper

T +33 1 40 15 24 28

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com

Professional qualifications, Lawyer, France

Areas of practice. Complex industrial and commercial agreements, sourcing, procurement, vendor relations, supply, outsourcing and sales.

Non-professional qualifications. Georgetown University, Master of laws (LL.M.); University of Lyon III, D.J.C.E. (M.S. corporate counsel); University of Lyon III, D.E.S.S. (LL.M.) in business law and taxation; University of Lyon III, C.E.S. in international business law and taxation (with Univeristy of Montpellier); University of Lyon III, Maîtrise (J.D.) in business law


Professional associations/memberships

■ ICC - Commission on international commercial law and practice

■ Georgetown University - Law Alumni Advisory Board

■ Paris Bar

■ New York Bar

Gregory has served as acting general counsel to a major international company and has authored several articles in the fields of IT, IP and commercial law, published in the US, the UK and in France. He regularly delivers seminars and lectures on complex contracts and marketing law.

Publications.

■ Digital Communication and Loi Hamon, Les Echos Business, March 2016

■ Digital Advertising and ARPP recommendations, Les Echos Business February 2016



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■ "Outsourcing: A Practical Guide'", Globe Law and Business, September 2015 (co-author)

■ Media Law in France, PLC, 2014

■ Supply Contracts - France, PLC, 2013

J. Guillaume Valois DLA Piper

T +33 1 40 15 66 33

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. Advises investment funds and companies with respect to tax efficient structuring of domestic and cross border M&A transactions, in particular LBO and joint-ventures. Also provides advice on tax aspects of real estate investments and serves French REITS (SIIC) and management companies of real estate investment funds. Deals with dispute resolutions, tax structuring of distressed M&A transactions (debt and equity restructuring), and complex individual matters.

Non-professional qualifications. Master's degree in tax law, University of Burgundy, International degree in European tax law



Publications. "Update regarding the new French tax regulations on hybrid loans: a fairly lenient approach", International Tax News, 24 April 2014


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K. Charles-Antoine del Valle DLA Piper

T +33 1 40 15 24 44

F +33 1 40 15 24 01

E [email protected]

W www.dlapiper.com


Areas of practice. Advises French and international clients on the tax aspects of their activities; general corporate tax issues, tax structuring of cross-border M&A transactions, and tax controversy and litigation.

Non-professional qualifications. Northwestern University School of Law, LLM in taxation, 2011; EDHEC Business School, Grande École programme, 2010; University of Jean Monnet - Paris XI, Advanced master of law in business law, 2010; University of Panthéon Assas - Paris II, Bachelor in law & Diploma from the Institute of business law, 2007


Professional associations/memberships. Paris Bar Association and New York Bar Association

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