Publications
21 September 2009
Compensation & Benefits
,
Company Law
Regulated agreements and corporate officers’ compensation
Non approval of a regulated agreement by the Shareholders meeting does not trigger nullity of the agreement.
When a company director is linked to the same company by an employment contract, any amendment to such employment contract, including in relation to his compensation as an employee, falls within the regulated agreements procedure provided for by the French commercial code. Such procedure requires, in addition to the prior approval of the agreement by the Board of Directors, a special report by the company auditors and the approval of the Shareholders. In the case the approval of the Shareholders would not be obtained, such agreement may not be considered as null and void, but the company may claim for damages against the corporate officer.
The French supreme Court confirmed this principle in a decision dated July 8, 2009, where the company was claiming for the reimbursement of the amounts paid, including a bonus, to an employee who was also a delegate general manager and has been revoked after a change of control. The Court recalled that the company could only claim for damages, and only in the case it would be able to show that the payment of such amounts caused a damage to the company. Regarding an employee’s compensation, it means according to the Court that the company should have shown that such amounts has been paid without consideration or were excessive and inappropriate, which was not the case.
This author's articles
16 May 2012
LEXCOM JOINS CELIA ALLIANCE
Comprised of independent law and professional services firms providing expert legal and tax services for human resources issues internationally, CELIA Alliance now has a correspondent in France through Lexcom.
8 April 2011
Compensation & Benefits , International Assignments
New withholding tax on share-option gains
The Amending Finance Bill for 2010 created a withholding tax which applies to profits made by non-residents on share-option gains, free shares and BSPCEs (stock warrants for business creators). But far from fulfilling the intention stated in parliament of “resolving the difficulties” of applying the existing law to this type of profits, the new withholding tax system proves to cause many technical contradictions and practical difficulties.
26 March 2010
Compensation & Benefits , International Assignments
Stock options and international assignments
Taxation of the gains derived from stock options in a cross-border context has been a debated question for several years on the international scene. However, France, unlike other European countries, has not yet taken a stand in this area. The French Supreme Administrative Court (“Conseil d’Etat”) has just partly settled the debate in a decision dated March 17, 2010, in accordance with the guidelines developed by the OECD since 2004.
26 March 2010
Compensation & Benefits , Tax law , Employment
Exceptional tax on bonuses paid by French banks and investment institutions (Corrective Finance Bill for 2010)
The French Parliament adopted on March 9 the Corrective Finance Bill for 2010, which creates an exceptional 50% tax on variable compensations paid to some of their employees by bank institutions.
8 February 2010
Compensation & Benefits , Employment
Stock-Options and termination for cause
The French Supreme Court confirmed for the first time, in a decision dated October 21, 2009 (n°08-42.026, Nebon-Carle c/ Sté Acxiom France), that section L. 1331-2 of the French labour code related to prohibited financial sanctions applies to stock-options.
21 September 2009
Compensation & Benefits , Tax law , Employment
Social security regime of the conventional termination indemnities and of "Golden parachutes"
Circular of the French social security direction dated July 10, 2009 in relation to the new social security treatment of some termination indemnities.
20 September 2009
Compensation & Benefits , Tax law , International Assignments
New impatriates regime: additional information
The French tax authorities published on July 30, 2009 a tax circular related to the impatriates regime, as amended by the law dated August 4, 2008. Here are the main additional information given by this circular.
Other Publications
Compensation & Benefits
New withholding tax on share-option gains
8 April 2011 - By Stéphanie Le Men-Tenailleau
The Amending Finance Bill for 2010 created a withholding tax which applies to profits made by non-residents on share-option gains, free shares and BSPCEs (stock warrants for business creators). (...)
Stock options and international assignments
26 March 2010 - By Stéphanie Le Men-Tenailleau
Taxation of the gains derived from stock options in a cross-border context has been a debated question for several years on the international scene. However, France, unlike other European (...)
Exceptional tax on bonuses paid by French banks and investment institutions (Corrective Finance Bill for 2010)
26 March 2010 - By Stéphanie Le Men-Tenailleau
The French Parliament adopted on March 9 the Corrective Finance Bill for 2010, which creates an exceptional 50% tax on variable compensations paid to some of their employees by bank (...)
Stock-Options and termination for cause
8 February 2010 - By Stéphanie Le Men-Tenailleau
The French Supreme Court confirmed for the first time, in a decision dated October 21, 2009 (n°08-42.026, Nebon-Carle c/ Sté Acxiom France), that section L. 1331-2 of the French labour code related (...)
Social security regime of the conventional termination indemnities and of "Golden parachutes"
21 September 2009 - By Stéphanie Le Men-Tenailleau
Circular of the French social security direction dated July 10, 2009 in relation to the new social security treatment of some termination indemnities.
New impatriates regime: additional information
20 September 2009 - By Stéphanie Le Men-Tenailleau
The French tax authorities published on July 30, 2009 a tax circular related to the impatriates regime, as amended by the law dated August 4, 2008. Here are the main additional information given (...)