We advise executives and companies at every stage of their development, from formation to transfer, including contract negotiation and commercial dispute management.

Short answer. In business law, three Civil Code provisions come up in most cases: force majeure, an event beyond the debtor’s control, unforeseeable and unavoidable, which suspends or extinguishes the obligation (Article 1218); hardship, which allows a party to seek renegotiation of a contract that has become excessively onerous and, failing agreement, its revision or termination by the court (Article 1195); and the freedom to break off negotiations, subject to good faith (Article 1112). Ending an established commercial relationship without sufficient written notice makes its author liable (Article L. 442-1, II, of the Commercial Code). Since 1 October 2025, an action to annul a company decision is time-barred after two years (Article 1844-14 of the Civil Code, introduced by Ordinance No. 2025-229 of 12 March 2025). An investment by a non-EU acquirer in a sensitive sector requires prior authorisation from the Minister for the Economy (Article L. 151-3 of the Monetary and Financial Code).

Our Areas of Practice

Our goal is to protect our clients’ interests and optimise their operations, with a focus on proximity and responsiveness.

Business law: supporting companies at every stage of their development

Business law covers the full range of rules applicable to a company’s life, from incorporation to transfer: choice of legal structure, governance, negotiating and drafting commercial contracts, financing, managing financial difficulties and resolving disputes. This field calls for both a preventive approach (securing operations upstream through rigorous contract drafting) and a contentious one, when a dispute could not be avoided. The firm advises directors, shareholders and French and international companies on their day-to-day operations as well as their strategic projects.

Incorporation and corporate governance

Choosing the corporate form (simplified joint-stock company, limited liability company, civil company, holding structure) and drafting the articles of association and shareholders’ agreement shape the company’s governance for its entire life: allocation of decision-making power, exit clauses, approval and pre-emption clauses, and mechanisms for resolving deadlock between shareholders. Particular care must be taken to ensure consistency between the articles of association, the shareholders’ agreement and any commitments made to investors or financial partners, to avoid contradictions that generate later disputes.

Nullity of corporate decisions

The reform of the rules governing the nullity of corporate decisions has changed the conditions under which a corporate resolution, a shareholders’ meeting decision, or a company act can be challenged. Securing decision-making procedures (notices of meeting, quorums, majorities, and the formal requirements for minutes) helps limit the risk that a decision structurally important for the company is later annulled for a procedural defect.

Mergers and acquisitions (M&A)

A company sale or acquisition is prepared well before signing: acquisition due diligence covering the legal, employment, tax and environmental aspects of the target, structuring the transaction (share deal, asset deal, contribution, merger), and negotiating the representations, warranties and indemnity provisions intended to protect the buyer against liabilities that come to light after completion. The quality of this negotiation and drafting phase directly determines the parties’ ability to assert their rights should difficulties arise after the acquisition.

Negotiating and performing commercial contracts

General terms and conditions of sale, distribution, commercial agency or franchise agreements, framework supply contracts: drafting these agreements should anticipate the main sources of dispute (non-performance, delay, non-conformity) and provide clear resolution mechanisms (formal notice, termination clause, penalty clause). The abrupt termination of an established commercial relationship, strictly regulated under French law, is a frequent source of litigation when the notice period given is found insufficient in light of the relationship’s duration and characteristics.

Financing and banking law

Financing operations or an external growth project relies on a range of instruments (conventional bank credit, bond financing, intra-group guarantees, and real or personal security interests) whose negotiation with lenders (financial covenants, cross-default clauses, security granted) should be anticipated to preserve the company’s room for manoeuvre should later difficulties arise.

Companies in financial difficulty

When a company faces financial difficulty, several prevention and treatment tools exist, from the confidential, negotiated ad hoc mandate and conciliation procedures to formal insolvency proceedings, safeguard, receivership or liquidation. Choosing the most suitable mechanism, and the timing of its use, has a decisive impact on the chances of continuing the business and on the position of directors as well as creditors.

Commercial litigation and alternative dispute resolution

When a commercial dispute cannot be avoided, the choice between state courts (commercial court), mediation and arbitration depends on the nature of the dispute, the urgency involved, and any pre-existing contractual clauses. Early and methodical dispute management (preserving evidence, sending formal notice, seeking interim measures) often determines the outcome of the case well before any hearing.

Resources and business law news

The firm publishes a weekly summary of legislative, regulatory and case-law developments in business law, together with downloadable practical guides on the topics most frequently faced by directors and companies.

See all our business law news →

The firm publishes a weekly business law digest and lists its articles, case notes and press contributions on its publications page.

For ongoing counsel rather than one-off advice, see outside corporate counsel and, for SMEs without an in-house lawyer, the outsourced legal department.

Typical cases handled

The situations below are illustrative, anonymised scenarios. They show when the firm steps in and what the work consists of.

Economic dependence and imposed price cut

A subcontractor depending on one customer for 60% of turnover faces a retroactive cut under threat of delisting. The firm chooses the characterisation (abuse of dependence, significant imbalance, abrupt termination) before the first letter.

Nullity of a shareholders’ resolution after the 2026 reform

A minority shareholder challenges a capital increase. The firm checks the new conditions and time limit of the nullity action, then brings or rules out the claim.

Trade secrets and departure of a key employee

A former executive joins a competitor with customer files. The firm obtains evidentiary measures and acts under trade secret law.

Defect of consent in a share sale

The buyer discovers a concealed liability. The work bears on fraud, the liability warranty and the timetable of the action.

In practice, five matters account for most of our business law work: business acquisitions and sales, shareholder disputes, termination of an established commercial relationship, commercial debt recovery, and commercial leases. Each has its own page setting out the risk, the time limits and how we handle it.

All the firm’s analyses in business law, sorted by topic: see the full list.

Frequently Asked Questions

What is the difference between force majeure and hardship (imprévision) under French contract law?

Force majeure (Article 1218 of the French Civil Code) discharges the debtor when the event is unforeseeable, irresistible and beyond its control, making performance impossible. Hardship (Article 1195 of the Civil Code) allows a contract that has become excessively onerous due to an unforeseeable change of circumstances to be renegotiated, without making performance impossible; failing agreement, the court may revise or terminate the contract.

What is French foreign investment screening (IEF) and who is affected?

This mechanism, codified under Articles L. 151-3 et seq. of the French Monetary and Financial Code, requires prior authorisation for foreign investments in sensitive sectors (defence, energy, critical technologies) once a non-EU investor crosses certain ownership or voting-rights thresholds.

What clauses should a commercial contract include to limit the risk of non-performance?

It is advisable to include a force majeure clause precisely defining the events covered, a renegotiation (hardship) clause anticipating economic imbalances, a penalty or forfeiture clause, and a jurisdiction or arbitration clause suited to the cross-border nature of the relationship.

How can a company secure a merger or acquisition transaction?

Securing the transaction involves a legal, financial and tax due diligence review, negotiating representations and warranties in line with standard commercial practice, and anticipating any regulatory approvals required, including French foreign investment screening (IEF).

Matters in this field are handled by Hervé Guyader, avocat at the Paris Bar and Doctor of Law. Page updated on 17 October 2026.