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 121-2 of the Criminal Code, legal entities are criminally liable for offenses committed on their behalf by their organs or representatives. These two conditions are cumulative. The organs are the persons or groups of persons designated by law or the statutes of the legal entity to act on its behalf and ensure its direction and management. The Court of Cassation accepts that a de facto manager can be the representative of a legal entity and considers as a de facto manager any person who exercises, independently, a positive activity of management and direction of the company . Representatives are all persons who can act on behalf of the legal entity and bind it in the eyes of third parties, such as an employee holding a delegation of authority. The organ or representative, responsible for the acts, must be precisely identified  for the criminal liability of the company to be engaged. The condition relating to the commission of the offense “on behalf of the legal entity” implies that any offense that presents an interest for the legal entity was not committed in the exclusive interest of the organ or representative having performed the acts.

To adapt to the economic reality of undertakings and business life, the Court of Cassation has expanded the scope of the criminal liability of legal entities. This trend has led, based on a “matrix” organization, to the recognition of the criminal liability of a French parent company for acts of corruption committed by employees of one of its subsidiaries established abroad, as well as a significant reversal of case law regarding the liability of absorbing companies for offenses committed by the absorbed company.

Cass. com., 1 December 2015, No 14-20.116, LawLex202100001683JBJ.

Cass. crim., 12 April 2016, No 15-86.169, LawLex202300006751JBJ; 6 September 2016, No 14-85.205, LawLex202300013028JBJ; 16 April 2019, No 18.84-073, LawLex202300000936JBJ.

5. Introduction