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Publication

Company and Tax Law

28/08/2015

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France

The Macron Law introduces measures to balance the relationship between managers and employees.

You will find a summary of the main provisions adopted which may be of interest to your company. They relate to labour law (1), competition, distribution and consumer law (2), telecommunications law (3), e-commerce (4), company and tax law (5), banking law (6), environmental law (7) and transport law (8).


It is hoped the measures introduced by the Macron Law will improve the relationship between managers and employees, by increasing employee participation in a company's capital and limiting the amount of the "golden parachutes". Additionally, the law also aims to facilitate investment and simplify business transfer procedures.

  • Increased incentives for employee ownership schemes
    • The Macron Law is designed to help companies that wish to attract talent without necessarily having the means to pay them high salaries. These companies can benefit from a tax deduction if employees are granted shares free of charge (known in French under the acronym "AGA"). The AGA tax regime is similar to the one applicable to capital gains on investment, benefiting from the deduction provided under this regime, depending on the length of time the securities are held. The social cost of the allocation of AGA is also to be reduced: employers' social security contributions will decrease by 10%. Finally, the minimum amount of time for which securities must be held is reducing to a year, while the cumulative duration of the acquisition period and the holding period is reduced to two years in order to boost the allocation operations.

 

    • The tax regime applicable to stock purchase warrants, known in French as "bons de souscription de part de créateur d'entreprise" under the acronym "BSPCE" is to be enhanced in order to facilitate the granting of BSPCE to a broader category of employees.

 

  • Tax incentives for investment
    • Companies are encouraged to invest between April 2015 and April 2016 as they will be able to deduct up to 40 % of the investment value assigned to their activity (except for financial investments). The Macron law specifies which types of investment can benefit from this tax deduction.

 

  • A limitation on "golden parachutes"
    • "Golden parachutes" are now only payable if previously set objectives have been met and they must be approved by the board of directors or the supervisory board. They can only be increased by 3% per year and the impact on the replacement rate is also capped at 3% per year of service with the company. The amounts set aside for this purpose and the amount of future pensions will be published according to the indications provided by a decree which will be issued by the State Council.

 

  • A simplification of procedures in the event of  a transfer of business
    • The obligation to inform employees in case of a transfer of business, established by the Law of July 31st, 2014, is now limited to cases of sales of businesses or the sale of 50% of the shares of a company, and is no longer applicable to all cases of business transfers (donation, exchange, contribution etc.). Moreover, employees will no longer be able to request the annulation of the sale in the absence of the information. The company may be ordered to pay a civil fine which may not exceed 2% of the amount of the sale.

 

  • The creation of a specialised court for certain undertakings in difficulty
    • The legal map is about to be changed through the creation of specialised commercial courts (in French "Tribunaux de commerce spécialisés"), which will have exclusive powers to enforce restructuring procedures for large businesses in difficulty. To be referred to a specialised commercial court, a business must have at least 250 employees and a turnover of € 20m.

 

  • An enhanced efficiency for rehabilitation plans
    • Under certain circumstances strictly regulated by the French Commercial Code, where the closure of a business of at least 150 employees is likely to cause severe disorder for the national or regional economy and the employment area, the commercial court will enforce a capital increase provided under the recovery plan or the forced sale of shares of majority shareholders (or of a blocking minority shareholding). This measure has been criticised as it effectively removes majority shareholders who oppose the rehabilitation plan in favour of the creditors, although it does follows international legal trends with regard to businesses in difficulty. Moreover, the Constitutional Council ruled in favour of this measure, which is not considered to constitute a disproportionate interference with shareholders' property rights.

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