Introduction

Matrix organization

Mergers by absorption

Risks related to the expansion of the scope of criminal liability of legal entities

Validity conditions

Proof of delegation

Exemption from individual liability of delegator

Attribution of offense to legal entity

Delegations of authority

Criminal risk management within business organizations

Complicity in crimes against humanity

Breaches of secrecy

Personal data breaches

Theft

Extortion

Blackmail

Fraud

Misappropriation

Receiving/concealment of unlawfully obtained property (recel)

Attacks on automated data processing systems

Money laundering

Misappropriation by public official (concussion)

Corruption and influence peddling

Unlawful acquisition of an interest

Favoritism

Forgery and use of forgeries

Violation of Criminal Code

Offenses under the Monetary and Financial Code

Offenses under the Commercial Code

Environmental Code violations

Offenses arising from other codes

Types of offenses

Offenses under the Criminal Code, the Commercial Code, or the Environmental Code, Criminal procedure

White Collar Crime (en cours)

Under Article 7(2) of Regulation No 596/2014, information is deemed to be of a precise nature if it refers to a “set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur,where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances …

Precise nature

Under Article 7(2) of Regulation No 596/2014, information is deemed to be of a precise nature if it refers to a “set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur,where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of financial instruments (...)” . It is sufficient that the information is reliable enough to eliminate any speculative risk . The Paris Court of Appeal thus considered that the fact that the amount of a net result, having been sent by a company's financial director to the general manager, was provisional, since it had to be reviewed by the certified public accountants, does not make it a figure subject to a risk of falsehood, but rather a precise and sufficiently reliable piece of data .

The existence of an uncertainty regarding the actual occurrence of the event or project that is its subject does not deprive the information of its precise nature, as long as there is a reasonable chance of it occurring . Indeed, for it to be considered precise, it is sufficient that the information pertains to a project that is fairly defined between the parties , and that it constitutes a basis for assessing whether the set of circumstances or the event that is its subject is likely to have an effect on the prices of the financial instruments to which it relates , without its final terms having been determined, or even the price having been set .

If incomplete information can be deemed precise , vague or general information, which does not allow conclusions to be drawn about their possible or potential effect on the price of financial instruments , or rumours , are, on the other hand, not precise.

Information related to the company's turnover and the estimate of its consolidated operating result  or the conclusion of an agreement for the sale of several hotels at a price higher than the net book value  has been deemed precise. Beyond numerical data, the information may concern other circumstances or events affecting the undertaking, such as the entry into phase two of pharmaceutical products and the upcoming authorization from the National Agency for the Safety of Medicines and Health Products . Information related to the sale of a majority stake in a company's capital and a subsequent public tender offer project, even if uncertainty remains regarding the choice between potential buyers and the number and price of the shares sold , also has a precise nature. This is also true for information that does not concern the overall situation of the company but, precisely, the difficulties in setting up guarantees for the return of deposits within the framework of a contract . The fact that it is only a project does not detract from the precise nature of the information. This is the case for information concerning a project to acquire a stake in a company's capital when the identity and financial means of the group are known , the imminent acquisition of a company , or the presentation of a company's half-yearly results, as long as the data shows that the company was in possession of elements that led it, in the context of publishing its half-yearly results, to prepare an announcement of reduced targets .

CA Paris, 10 December 2020, LawLex202300005781JBJ.

See Cass. com., 26 November 2013, No 12-21.361, LawLex202300005886JBJ, which asks the CJEU to rule on whether only information of a precise nature, within the meaning of Union law, can be those from which it is possible to deduce, with a sufficient degree of probability, that their potential influence on the prices of the financial instruments concerned will be exerted in a determined direction once they are made public.

AMF, 23 October 2008, LawLex202300002017JBJ.

Cass. com., 10 July 2018, LawLex202200010983JBJ.

Cass. com., 30 November 2022, LawLex202200010985JBJ.

AMF, 4 October 2007, LawLex202200010967JBJ.

Cass. crim., 15 October 1998, LawLex202200009785JBJ.

AMF, 4 December 2008, LawLex202300002026JBJ.

CA Paris, 30 June 2016, LawLex202300005876JBJ.

CA Paris, 24 March 2016, LawLex202300005884JBJ.

Cass. crim., 26 October 1995, LawLex202200004573JBJ; Cass. com., 5 October 1999, LawLex202300004358JBJ; 1 March 2017, LawLex202200010982JBJ. Also see: CA Paris, 10 December 2020, LawLex202300005781JBJ; 14 January 2016, LawLex202300005777JBJ; 2 October 2014, LawLex202300005877JBJ.

AMF, 11 December 2008, LawLex202300005880JBJ; 14 January 2010, LawLex202200010968JBJ; Cass. com., 3 May 2016, LawLex202300005874JBJ; Cass. com., 1 March 2017, LawLex202200010982JBJ.

CJUE, 11 March 2015, Case C-628/13, LawLex202300004356JBJ; AMF, 7 December 2016, LawLex202300005784JBJ.

CA Paris, 14 January 2016, LawLex202300005777JBJ.

Cass. crim., 14 June 2006, LawLex202200004571JBJ.

CJEU Case C-628/13 Lafonta  v AMF, Judgment of 11 March 2015, LawLex201500000314JBJ.

Cass. crim., 14 June 2006, LawLex202200004571JBJ. See also, CJEU, 15 March 2022, Case C-302/20, LawLex202200001510JBJ, which considers that a rumor may, under certain conditions, be classified as information of a precise nature.

White Collar Crime (en cours)

171. Precise nature

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

171. Precise nature

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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