Pacte Law: some special features for cross-border transactions

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Pacte Law: some special features for cross-border transactions

Published on 13 February 2020
The Business Growth and Transformation Act ("Pacte" Law) introduced amendments affecting various areas of corporate business law. The new measures are exclusively governed by French law, sometimes with a few clarifications concerning international transactions:

CORPORATE MERGERS

Removal of the declaration of compliance for simplified joint-stock companies (SAS) and limited equity partnerships (SCA). Only transactions under domestic law are concerned.
For domestic law merger/split transactions involving simplified joint-stock companies (SAS) and limited equity partnerships (SCA), the Pacte Law has removed the requirement to file a declaration of compliance.
This declaration remains mandatory in the case of mergers for:
-    Public limited companies 
-    European companies 
-    SAS and SCAs involved in a cross-border merger  


STOCK MARKET LAW  : identification of shareholders and fees

The law introduces the right for issuing companies to identify the owners of bearer securities. 
It is specified that any charges applied by intermediaries for identification services must be "non-discriminatory and proportionate to the costs incurred". The international application of the identification procedure is expressly referred to: "Any difference in fees resulting from the cross-border nature of the service is allowed only if it is explained and is equal to the difference in costs incurred to provide the service. " 

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