Vol 22 (2025) - Issue 6

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A Criminal Complaint, for Misuse of Information Obtained During a Due Diligence Process to Acquire Shares and Eventually Used to File an Offer to Acquire the Assets of Several Group Companies in Their Subsequent Insolvency Proceedings, Cleared by Frenc

Synopsis
The Criminal Chamber of the highest court in France recently issued a ruling1 that provides interesting insight for transaction professionals in the fields of restructuring and M&A. This ruling addresses the alleged misuse of confidential information obtained during negotiations and via an authorised Due Diligence process intended to lead to the conclusion of an SPA with a view to acquiring a company controlling several other companies.
Access to confidential information in that context is usually set out in a letter of intent which details, among other things, the terms and conditions for accessing the information, its restricted use to the considered transaction, its confidentiality and duration, as well as the consequences of a breach of these obligations. In this case, these details were apparently included in a letter issued separately from an investment protocol, both executed on the same day.
The ruling, which dismissed the various grounds of appeal, was published in the court’s bulletin of judgements, which confirms its importance according to the
court itself.