The Reform of French Contract Law: An Analysis of its Application to Corporate Acquisitions
AbstractMore than ten years after the French President at the time first announced it – during the bicentenary celebration of the Napoleonic Code, the reform of the law of contracts has taken shape. The reform’s objectives are to make the law more accessible while increasing legal certainty; objectives often put forward during successive legal reforms without necessarily being met. Its purpose is also to increase the efficiency of French contract law, which will encourage business growth, and is evident, for instance, by the fact that unilateral will is being dealt with several times in the reform. In addition, contractual freedom, captured within the preliminary provisions, sets the tone for a more flexible legal framework. Although the reform codifies several solutions derived from case-law, it also introduces noteworthy innovations such as, in particular, a duty to inform, a legal framework for unforeseeable situations, means of action against unfair clauses in adhesion contracts, or even the ability to reduce the price in the event of incomplete performance of the contract. This reform recognizes contractual freedom, which can – in any event – only be a step in the right direction! This article analyses the modification to French contract law made by Ordinance N° 2016–131 and their impact on corporate acquisitions.