Anti-corruption due diligence for mergers and acquisitions – AFA’s practical guide’s update
On March 12, the French Anti-Corruption Agency (AFA) published an updated version of its Practical Guide on Anti-corruption Due Diligence for Mergers And Acquisitions.
This new version takes into account the Criminal Division of the French Court of Cassation’s decision dated November 25, 2020, which ruled that, in the case of a merger-absorption, the absorbing company could be criminally sentenced to a fine or a confiscation for acts constituting an offence, committed by the absorbed company prior to the merger or absorption transaction. (Cass. Crim, November 25, 2020, n°18-86.955).
Following the revised AFA Guidelines’ spirit, the updated Practical Guide insists on the significance of the engagement of the management team in favour of merger and acquisition operations free from any fact of corruption:
- Managers have to allocate human and financial tools adapted to anti-corruption due diligence;
- Managers can entrust the direction of these diligences to an elected person, which can be the company’s compliance officer or an outside provider.
Updated version of the AFA’s Practical Guide concerning Anti-corruption Due Diligence for Mergers And Acquisitions: click here
Criminal Division of the French Court of Cassation’s decision dated 25 November 2020: click here