BONNEAU Thierry

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Note under Court of Cassation (com.), May 12, 2021, n° 20-12.670 (F-P), Société Axyo c/ Consorts Corler.

The transition to the twenty-first century, which promised all kinds of changes, has resulted (among other advances) in the advent of the plurality of patrimonies in French private law. The eviction of the postulate, dear to AUBRY and RAU, according to which a single person can have only one patrimony, which has had a lasting influence on this branch of law, is notable. The trust and the status of individual entrepreneur with limited liability are the most remarkable manifestations of the plurality of patrimonies, the consecration of which constitutes - in reality - the result of a legislative movement that has constantly attenuated the force of the principle of uniqueness of patrimony. This observation calls for a theoretical explanation of the assignment model adopted, which proceeds neither by negation nor by artificial fragmentation of the person. The result is a reified conception of patrimony that accommodates a "purpose" that federates its elements and a subject of law that remains its support. As the norm -from now on-, the plurality of patrimonies must be organized around a principle that is applicable to a double condition: a definition of the field of patrimonial appropriation must be completed by the implementation of an eligibility criterion. This is how a progressive adaptation will make the allocation mechanisms powerful legal levers for the attractiveness and growth of the French economy.

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The back cover states, "The CJEU Casebook 2018. Decisions and Commentaries brings together the decisions of the Court of Justice delivered during 2018 that were considered to be the most significant in each of the subjects covered by European Union law: institutional matters, legal order, fundamental rights, appeals, preliminary questions, citizenship, economic freedoms, social rights and social actions, environment, taxation, cartels, abuse of dominant position and concentrations, state aid, area of freedom, security and justice, external action, intellectual property, public procurement, banking and insurance, consumer affairs, transport, jurisdiction of courts and applicable laws, public finance, economic and monetary union. For each of these subjects, a specialist, who is an authority on European Union law and more particularly on the subject concerned, has selected one or more decisions of the Court of Justice considered to be significant in terms of the trends in current case law, or even important for the development of European Union law. Preceded by keywords and references to the first notes published in law reviews, each selected decision is accompanied by comments written by the university professor who made the selection. The commentaries, written in a synthetic and practical spirit, aim to highlight the reasoning adopted by the Court of Justice in support of the chosen solution and the scope of the judgments and opinions issued. The reader thus has a complete work that takes into account the contributions of the case law of the Court of Justice in 2018. After the first four volumes, published in 2015, 2016, 2017 and 2018, this is the fifth volume in the "Major judgments" series. It will be followed, each year, by a corresponding work reporting, in each of the subjects covered by European Union law, on the important case law of the past year. In this way, legal practitioners, lawyers, magistrates, civil servants and company lawyers, as well as academics in the various disciplines of law, will be able to better understand the current case law of the Court of Justice.

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"FinTech" - a contraction of "financial technology" - has taken hold in the media and sounds like a death knell for the traditional banking and financial world: are fintechs, which are disrupting business models, challenging regulatory models? Do they generate new risks? Could they be a danger for global finance? These new entrants to the financial sector, who bring innovation and sometimes disruption, are also potential partners that need to be regulated when they offer regulated services and products. The difficulty lies in finding the right balance between the desire to promote innovation, on the one hand, and the concern to protect consumers and public order, on the other. Regulators and supervisors in many countries, including France and Belgium, have taken up this challenge. With their combined approach of national, European and comparative law, which places the issue in its evolving and international context, the authors offer an educational, clear and concise book on the regulatory issues, the responses - provided or desirable - of the still nascent fintech sector (new payment players, blockchain, participatory finance, robo-advisors, new services stemming from Big Data, etc.)

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The back cover states: "The issue of banking and financial regulation is not new. However, it has taken on a new dimension since the crisis of September-October 2008, followed shortly thereafter by the Madoff affair and, in 2010-2011, by the sovereign debt crisis. These events have affected many countries and have led to a review and deepening of the rules applicable to the banking and financial sector, in order to preserve the security and stability of markets, actors and states in a world without borders. The question is whether we are better protected today than in 2008: the answer is controversial! Security is one of the major themes of regulation, but it is not the only one: integrity and transparency are others. We could also mention customer protection, new technologies and sustainable development, all of which have become increasingly important in recent years. This is not surprising given globalization. This explains why a national response alone is insufficient: a European and international response is essential. The actors of the European and international framework are little known. It is therefore important to devote some space to them - the European Supervisory Authorities (ESAs), the Banking Union and the "different Gs", such as the G20, are studied in particular - even if the responses provided by the European and international authorities constitute the main part of the book, which highlights the work of the Basel Committee, the IOSCO, the FATF and the FSB, as well as the European texts at levels 1 (European Parliament and Council), 2 (European Commission) and 3 (ESA). In addition to Covid-19, the new edition includes three main additions: - the latest reforms, in particular the texts concerning ESAs (December 18, 2019), prudential supervision of investment firms (November 27, 2019) and central counterparties (October 23, 2019), covered bonds (November 27, 2019), sustainability reporting (November 27, 2019) and sustainable benchmarks (November 27, 2019) . - rulings by both the CJEU and the TEU and the ESAs concerning, for example, prudential regulation of credit institutions (7 August 2018, aff. C-52/17 . 13 July 2018, aff. T-768/16), the cost of credit in the event of early repayment of credit (11 September 2019, aff. C-383/18), the mention of the APR in the credit agreement (19 December 2019, aff. C-290/19), the consumer status of CFD buyers (October 3, 2019, aff. C-208/18), the challenge to the downgrading of the credit rating scale in the context of prudential regulation (EBA, BoA-D-2019-05), the sanctioning of companies issuing credit ratings without being a credit rating agency (Decision 2019/4, ESMA41-139-1231) . - the enrichment of the "Debates, Studies, Focus, Moods, Readings and Opinions" sections: for example, the professional secrecy provided for by the MiFID texts tested by European case law, access to ECB documents, legitimate behavior and pre-takeover pick-up, supervisory briefings, innovation hubs, regulatory sandboxes and Stablecoins."

The present work is part of the series of collective works produced under the aegis of the École doctorale de droit privé of the University of Paris II Panthéon-Assas. Like its predecessors, it was conceived around a unifying and transversal theme, "information". The numerous contributions in the most varied fields, sometimes beyond private law, represent a sum of reflections in which any jurist will be able to find an echo to his own centers of interest. This book perpetuates the tradition of the collective works of the École doctorale while aspiring to renew it. In addition to the contributions related to information, it welcomes the proceedings of the colloquium "le droit pénal au défi du numérique", held in September 2018 at the University of Paris II Panthéon-Assas. This book, a showcase of the diversity of legal research, is intended to be the first in a collection that the Doctoral School of Private Law aims to develop."

This thesis focuses on a comparative study of the governance of unlisted family businesses in the West and the Middle East. The first part is an examination of the state of the art of governance at the level of texts (Title I) by mapping governance codes and at the level of practices (Title II) by looking at the family hegemony resulting from the law of the majority and its effects. The second part covers remedies at the level of texts (Title I) through the economic and legal analysis of governance codes and the effects of the implementation of governance recommendations, and at the level of practices (Title II) through the optimization of the role of minority shareholders and the separation of ownership and control functions.

Introduces the legal dimension of project financing, an angle that has been little explored and poorly mastered by those who set them up. The interest in learning how to build and negotiate the legal documentation of a project financing is important, because the public sector is far from being the only one to finance projects. These projects can be set up by entirely private funds.

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Despite the reputation acquired by the securitization operation after the subprime crisis, ten years later, the legal study of this mechanism is still fragmentary. Based on this observation, this study aims to provide elements of analysis to identify its legal identity. The securitization operation appears as a pair of contracts united by a common cause or purpose, namely the transfer of the risk encumbering the evolution of the value of things endowed with a variable value, indifferently positive or negative (named underlying). This definition explains and justifies the existence of a prudential control intended to guide the behavior of economic actors in the direction of sound prudence, both by the external intervention of regulated professionals and by the imposition of mandatory rules applicable to the parties to each of the two contracts that make up the contractual whole.

While the concept of guarantees primarily reflects the mistrust of the parties towards each other, it also reflects the need for confidence on the part of each of them, which is conducive to facilitating exchanges, strengthening the creditor's position and the debtor's financial standing and, more generally, securing the market. In the context of financing transactions (credit operations, refinancing operations, bonds and structured financing), the importance of guarantees and counter-guarantees is linked to the will and the role of the parties to the transaction and influenced by the framework set by the market and the associated regulations. More specifically, the financing operation is the contractual whole involving a financial arrangement and bringing in mechanisms of guarantees and counter-guarantees: this contractual whole constitutes the complex {initial contract - guarantee - counter-guarantee}, which is the subject of the thesis.This thesis aims to study the relations between the initial contract and the guarantee, the guarantee and the counter-guarantee, the counter-guarantee and the initial contract within financing operations and this, with regard to the civil law and the banking and finance law. The analysis will focus on the nature of these relationships when guarantees and counter-guarantees are set up and implemented and will lead to an evaluation of their strength with regard to collective procedures and the banking resolution regime. It is the effectiveness of guarantees and counter-guarantees within financing transactions that is at stake, which must serve the efficiency of the transaction.

The back cover states: "Contemporary banking law is in constant motion. Crises (notably in 2008), technology (Fintech and blockchain), the growth of the European Union (and the Banking Union) and internationalization (with the access of companies from third countries to the European market) are profoundly modifying the rules that make it up, whether they are internal, European or international rules. The work of the Basel Committee (particularly in prudential matters) as well as the ever-increasing number of European directives and regulations (not to mention the RTS, ITS and the soft law of the European supervisory authorities) feed and enrich domestic law, which must necessarily be studied by taking into account all the sources that reflect a globalized world. After having developed the basic concepts of banking law which concern both the supervisory authorities (ACPR and ABE), the professionals (credit institutions, finance companies) and the clients (bank accounts, banking secrecy), the author insists on some complementary concepts which he groups into two headings in order to highlight the two aspects of banking activity: customer transactions, in particular payment transactions, internal (cession Dailly ) and international credits (such as documentary credit), as well as interbank relations and transactions involving professionals, such as securitization. The book, updated with the latest reforms (in particular Order No. 2019-75 of February 6, 2019 on measures to prepare for the withdrawal of the United Kingdom from the European Union with regard to financial services, Act No. 2018-700 of August 3, 2018 ratifying Order No. 2007-1252 of August 9, 2017 transposing Directive 2015/2366 of the European Parliament and of the Council of November 25, 2015 on payment services in the internal market, and Act No. 2019-486 of May 22, 2019 on the growth and transformation of businesses known as PACTE, as well as European directives (2019/878 and 2019/879) and regulations (2019/876 and 2019/877) of May 20, 2019), will be of interest, due to its reading levels, to both students and professionals.".

The editor's website states: "Compliance mechanisms consist in internalizing in certain companies the obligation to achieve goals of general interest set by public authorities. The latter control the Ex Ante reorganization that this implies for these companies and sanction Ex Post the eventual inadequacy of the companies, which become transparent as a result. This new mode of governance establishes a continuum between Regulation, Supervision, Compliance (2017) and renews the links between Companies, Regulators and Judges (2018). In each case, the political dimension of Compliance appears. This is why we must now think about "building the Europe of Compliance". The contributions in this book have the common objective of reflecting on the way in which Europe not only receives an initially American corpus but also reconstructs it, or even thinks of it differently. In particular, insofar as it fits into the European project itself, supports it, consolidates it and promotes it, and can thus make the Europe of Compliance an example for a world that de jure and de facto is not reduced to the United States. It is therefore a scientific and technical subject, but also a political project, integrated into the perspective of European construction, not only economic (in its articulation with the Banking Union and the Union of Capital Markets) but also, and above all, integrating goals that go beyond this circulation and convergence of interests to concern itself with goals such as the preservation of the environment or concern for the people. It is a matter of State. In this respect, Compliance Law, as developed by the United States, is certainly a model but can be surpassed by a higher ambition, which Europe can carry and which can carry Europe".

The Basel Committee, under the influence of the United States of America, has enacted regulations on capital, and in particular on hybrid instruments, designed to preserve the solvency of international banks and thus avoid any systemic financial crisis. However, such regulation does not seem likely to guarantee financial stability. The Basel Committee, whose legitimacy has been greatly weakened, produces complex standards under the abusive and exclusive influence of the major international banks. The hybrid instruments that have emerged from this process, due to their high level of complexity, are dangerously weakening the solvency of banks. To guarantee the effectiveness of regulation, the governance of the Basel Committee must be strengthened. Secondly, a better identification and qualification of hybrid instruments is necessary in order to reach the right balance between the protection of financial stability and the preservation of private interests.

The refinancing of distressed companies is surrounded by a great deal of mystification. In the eyes of the general public, it is above all an efficient way for investors to make a fortune. This activity, also known as turnaround capital, is however the exclusive domain of high-level financial and legal technicians. The vast law of financial engineering governs the refinancing of companies in difficulty. By immersing the reader in the heart of high-level corporate finance, this thesis demystifies turnaround capital while seeking to improve its practice. To this end, the legal aspect of fund raising and investment is thoroughly analyzed. Based on this analysis and on the inspiration of foreign law, new tools dedicated to the optimization of the refinancing of distressed companies are proposed. This thesis demonstrates the preponderant role of financial engineering law in saving jobs in France.

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The separation of "listed" and "unlisted" company law.

The back cover states: "The changes in terminology - we no longer speak of stock market law, but now of financial law - reflect fundamental changes. The changes that have affected the financial markets, whose regulation and supervision have evolved profoundly since the end of the 1980s, with the European construction and the 2008 crisis having had an undeniable impact that goes beyond the markets to affect French society as a whole, have been considerable in this respect. A similar observation is true of the new technologies that have transformed financial market practices. This book, which takes into account both the national context and the European and international contexts, aims to present the main rules applicable to authorities (AMF and ESMA), markets (trading platforms, market processes), market abuse (insider trading and price manipulation), issuers and professionals (ISPs, (ISPs, clearing houses and central depositories), products (financial securities such as shares and bonds as well as tokens and financial contracts), information (prospectuses), transactions (IPOs, takeover bids, ICOs and financial collateral arrangements), collective investment management (UCITS and FIAs) and taxation. As the subject matter is increasingly complex due to the diversity (international, European and French) and the volume (thousands of pages!) of the sources, the approach has been to prioritize the concepts presented in order to facilitate the understanding of the subject matter. The objective has also been to provide a large amount of information and to express positions so that the book can be useful to both professionals and students. The book is up to date with the reforms, in particular the Pacte law of May 22, 2019, the provisions of the AMF General Regulation which specify the ICO regime, the delegated regulations of March 14, 2019 which complete the prospectus regulation of June 14, 2017 and the EMIR REFIT regulation of May 20, 2019."

The regulation of IOBSPs, IFPs and ALPSIs has not been the subject of a comprehensive and in-depth study. The author gives precisely the tool to master the legal regime applicable to these intermediaries, by producing the jurisprudence of the last fifteen years, for the most part unpublished. The regulation, incomplete and sectorial, has been transformed into a very heavy body of legal rules, while adopting a more homogeneous legislation with the movement of <, mifidisation , which is still brought to extend significantly since the entry into force of the MIFID II directive. The transposition of the fourth anti-money laundering directive and of the PSD 2 is the culmination of a system that remains eminently difficult to implement in practice. At the heart of the various reforms is the protection of the consumer - a notion that has evolved recently - and the constant search for more control, with the development of the digitization of operations and the emergence of new players who intervene only remotely.For intermediaries, principal establishments, clients and their respective advisors, the difficulties result mainly from the successive and cumulative implementation of European standards, national legislation, or those emanating from several regulatory authorities, and rules of ethics or good professional practice. These provisions are not always explicit and it can be difficult to understand which rules are to be applied or how they are to be respected. This poses a problem of legibility and predictability of the applicable rules - whether of hard law or soft law - with all the consequences in case of litigation, whether judicial or administrative. [Source: 4th cover].

The development of Islamic finance contracts is one of the notable phenomena of contemporary society. This explains why these contracts have already been the subject of studies. The present book, however, aims at renewing the approaches and critically assessing some of the financing methods that characterize Islamic finance. Furthermore, it is an attempt to reconcile the new participatory financing methods, such as Crowdfunding, with the principles of Islamic law governing Islamic finance. While these principles are not ignored by anyone today, the book offers a detailed legal analysis of the various contractual arrangements, thus justifying their compatibility with Islamic law.Despite the progress made in the reception of Islamic finance in France, the work is far from complete. It is only in its infancy. Students, researchers and practitioners will find in this book to. essentially practical character "a key of reading of the matter as a whole" and the immediate answer to the questions they ask.

Since 2014, the CEMAC legislator has instituted a specific law on bank failures. One year later, the OHADA legislator, by reforming the common law of collective procedures, recognized the specific treatment of banking difficulties. The problem of the relevance of this specific regime has led us to demonstrate that the notion of difficulty is the main criterion of its specificity. Indeed, the common law has a patrimonial conception of difficulties. They are essentially economic or financial. The cessation of payments is the essential concept. Unavoidable in common law, it is a variable geometry notion in specific law. It is no longer the state in which the credit institution finds itself unable to meet its current liabilities with its available assets, but rather when it can no longer ensure its payments immediately or within thirty days. In addition to this adaptation of the definition of cessation of payments, the CEMAC legislator considers, in an unprecedented manner, that the withdrawal of approval constitutes cessation of payments. However, there are two procedures for withdrawal of approval, namely disciplinary and prudential withdrawal of approval. Thus, the cessation of payments may be disciplinary or prudential depending on the procedure for withdrawal of approval. From a procedural point of view, cessation of payments is not a condition for the opening of collective proceedings under CEMAC law. In terms of receivership, the procedure will be triggered by the assent of COBAC. As far as the liquidation of assets is concerned, the withdrawal of approval automatically opens the procedure. Today, one is entitled to ask the question of what remains of the cessation of payments. In truth, nothing remains of the cessation of payments since even in defining a credit institution in difficulty, the CEMAC legislator does not refer to it. It considers that a credit institution is in difficulty when COBAC notes major dysfunctions of any kind having an immediate or foreseeable impact on its management and/or financial structure. As a result, the concept of difficulties in CEMAC law is more extensive than in common law. This is why we propose a reform of common law to provide a more objective assessment of the notion of difficulty, in particular by rating or by the classification of claims inspired by banking regulations, and an extension to extra-economic or financial difficulties such as the withdrawal of approval or the cessation of activities. The problem of the relevance of the specific regime also leads to the question of the conditions of its cohabitation with ordinary law. The general result is that COBAC controls the opening of the ordinary law procedure, either by prior authorization, or by assent, or by the appointment of a bank liquidator, a sort of "two-sided janus", or finally by splitting the assets of the credit institution into banking and non-banking segments. Better still, the COBAC has a right of veto. No collective proceedings may be opened against a credit institution under provisional administration or restructuring. COBAC's right of control is justified by the fact that it has the powers and the most effective measures, notably the Guarantee Fund, to avoid systemic risk.

The development of Islamic finance contracts is one of the notable phenomena of contemporary society. This explains why these contracts have already been the subject of studies. The present book, however, aims at renewing the approaches and critically assessing some of the financing methods that characterize Islamic finance. Furthermore, it is an attempt to reconcile the new participatory financing methods, such as Crowdfunding, with the principles of Islamic law governing Islamic finance. While these principles are not ignored by anyone today, the book offers a detailed legal analysis of the various contractual arrangements, thus justifying their compatibility with Islamic law.Despite the progress made in the reception of Islamic finance in France, the work is far from complete. It is only in its infancy. Students, researchers and practitioners will find in this book to. essentially practical character "a key of reading of the matter as a whole" and the immediate answer to the questions they ask.

The thesis starts from the premise that the banking system is the keystone of growth financing. Banking regulation is taken as a tool for optimizing the banking system in the CEMAC zone recently impacted by a sharp decline in oil revenues since 2014. Sub-regional institutions have adapted their policies to help strengthen the banking sector and ensure the stability of the financial sector to guarantee sustainable economic growth and bring development to the sub-region. Improving banking governance, strengthening the involvement of banks in financing the zone's economy, supervising and monitoring banking activities, and ensuring compliance with the standards set out in the law are all necessary elements for proper control of systemic risks and legal security for depositors. This has the ultimate effect of guaranteeing the banking and economic stability of any State and promoting its growth. Despite a low rate of bank penetration and active microfinance, the banking system of this economic community is looking for the right regulatory model. This model should enable it to meet the dual challenge of financing development through inclusive banking and increasing bank penetration. In order to do so, it is necessary to examine the role of the BEAC central bank in the pursuit of these objectives and the inadequacy of the banking monopoly in the CEMAC zone. This study proposes to examine the specificities of banking standards in the subregion and to identify the legal reforms to be undertaken. The proposed legal overhaul will provide the States of the zone with the keys to sustainable economic growth. It will foster the zone's development through an optimal banking sector.

Banking regulation must be seen as the fact of supervising and controlling banking activity, subjecting it to compliance with various standards, in order to control the risks in order to preserve the safety of depositors, the stability of the financial system and the major economic balances. As domestic banking systems have become increasingly interdependent, it seems necessary to deal with threats in the same way, in a coordinated manner at the international level or, at least, at the regional level. Thus, in the aftermath of the 1990 crises, the CEMAC and WAEMU established a regulatory system marked by a plethora of regulations and community supervisory bodies. Since the debt crisis in Europe, banking regulation has evolved in this region with the creation of the Banking Union. That said, the supervision of banking institutions has been entrusted to the European Central Bank within the EU, although it remains shared with national authorities. In this paper, we will compare the regulatory systems in force in the CEMAC, WAEMU and EU regions. We will see how the regions of Central Africa, West Africa and Europe organize banking regulation in order to preserve the stability of banks. In order to do so, it will be necessary to compare the different bodies in charge of regulation and the main rules of regulation that exist in these regions.

The issue of banking and financial regulation is not new. However, it has taken on new importance since the crisis of September-October 2008, followed shortly afterwards by the Madoff affair and, in 2010-2011, by the sovereign debt crisis. These events have affected many countries and have led to a review and deepening of the rules applicable to the banking and financial sector, in order to preserve, in a world without borders, the security and stability of markets, actors and States. security is one of the major themes of regulation, but it is not the only one: integrity is another. Moreover, due to globalization, the national response alone seems insufficient. A European and international response is absolutely essential. The actors of the European and international framework are little known. Therefore, it is important to devote developments to them - in particular, the European supervisory authorities, the Banking Union and the "different Gs", such as the G20, are studied - even if the responses provided by the European and international authorities constitute the main part of the book, which highlights both the work of the Basel Committee, the IOSCO, the FATF and the FSB and the European texts, in particular the MiFID texts of May 15, 2014, the Market Abuse texts of April 16, 2014, the Banking Resolution texts of May 15, 2014 and July 15, 2014, and the Prospectus of June 14, 2017.The added value of this new edition is fourfold:taking into account new texts and new court decisions: for example, the regulation of December 12, 2017 on securitization and the level 2 texts concerning MiFID texts as well as the decisions of the EUT concerning Crédit Mutuel Arkéa (aff. T-712-15 and T-52/16, December 13, 2017) and of the CJEU regarding electronic boxes embedded in an online banking website (aff. C-375, January 25, 2017) and the ne bis in idem rule (aff. C-537, C-596 and.

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The back cover states: "Contemporary banking law is in constant flux. Crises, technology, the growth of the European Union and internationalization are profoundly modifying the rules that make it up, whether they are internal, European or international rules. The work of the Basel Committee and the ever-increasing number of European directives and regulations feed and enrich domestic law, which must necessarily be studied by taking into account all the sources that reflect a globalized world. After having developed the basic concepts of banking law that concern supervisory authorities, professionals and clients, the author insists on a few complementary concepts that he groups into two sections in order to highlight the two aspects of banking activity: client transactions, in particular payment transactions, internal and international credits, as well as interbank relations and transactions involving professionals, such as securitization. The book, updated with the latest reforms, in particular Orders No. 2016-1635 of December 1, 2016 strengthening the French anti-money laundering and anti-terrorist financing system, No. 2016-1808 of December 22, 2016 on access to a payment account with basic services, and No. 2017-1107 of June 22, 2017 on financial instrument markets, will be of interest, due to its reading levels, to both students and professionals."

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Antinomian seems to be the most appropriate expression to express the relationship between the notions of third party and contract. However, this approach must be transcended since objective law offers third parties various legal techniques enabling them to integrate the contract. The theme of third party mediation in the contract finds its most complete expression in the figure of the change of contracting party. Nevertheless, it is dependent on various legal operations involving three persons. Indeed, each of these techniques claims to constitute the legal node of the figure of the change of contractor. However, it is not a question of looking for the existence of an original mechanism of replacement of the contractor at the formation of the contract and/or at its execution. The purpose of this contribution is to propose a new basis for these operations. The concept of interposition has the capacity to subsume all these techniques. Drawing its sources from financial law, it is the legal expression of the phenomenon of the integration of third parties into the contractual relationship and, more precisely, of the change of contractor. The purpose of this contribution is therefore to raise the notion of interposition to the level of an autonomous qualification. To do this, it is necessary to identify its contours and characteristics, and then to consider its legal regime.

The back cover states: "The changes in terminology - we no longer speak of stock market law, but now of financial law - reflect fundamental changes. Those that have affected the financial markets, whose regulation and supervision have profoundly evolved since the end of the 1980s, the European construction and the 2008 crisis having had an undeniable impact that goes beyond the markets to affect the whole of French society, have been considerable in this respect. A similar observation is true of the new technologies that have transformed financial market practices. This book, which takes into account both the national and the European and international contexts, aims to present the main rules applicable to authorities (AMF and ESMA), markets (trading platforms, market processes), market abuse (insider trading and price manipulation) issuers and professionals (ISPs, clearing houses and central depositories), products (financial securities such as shares and bonds as well as financial contracts), information (prospectus), transactions (IPO and takeover bids), collective management (UCITS and FIA) and taxation. As the subject matter is increasingly complex due to the diversity (international, European and French) and volume (thousands of pages!) of the sources, the approach has been to prioritize the concepts presented in order to facilitate the understanding of the subject matter. The objective has also been to provide a large amount of information and to express positions so that the book can be useful to both professionals and students. The book is up to date with the latest reforms, in particular the ordinances of June 22 and October 4, 2017, which reformed the legal framework of collective management, as well as the ordinance of May 10, 2017, relating to bond issues and the prospectus regulation of June 14, 2017."

The 4th cover states: "The term FinTech - a contraction of financial technology -, which has taken hold in the media, sounds like a death knell for the traditional banking and financial world: are fintechs, which are disrupting business models, challenging regulatory models? Do they generate new risks? Could they be a danger for global finance? These new entrants to the financial sector, who bring innovation and sometimes disruption, are also potential partners that need to be regulated when they offer regulated services and products. The difficulty lies in finding the right balance between the desire to promote innovation, on the one hand, and the concern to protect consumers and public order, on the other. Regulators and supervisors in many countries, including France and Belgium, have met this challenge. Through their combined approach of national, European and comparative law, which situates the issue in its evolving and international context, the authors offer a pedagogical, clear and concise book on the regulatory issues and the responses - provided or desirable - of the still nascent fintech sector (new payment players, blockchain, participative finance, robo-advisors, new services stemming from Big Data, etc.)."

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The 4th cover page states: "Participatory financing is at the heart of socio-political debates, particularly since the "subprime" crisis. This episode, which could have been similar in scale to that of the 1930s, has weakened the banking and financial systems. Crowdfunding represents a new alternative mode of financing to traditional channels. It allows to collect funds, usually small amounts, from a large public in order to finance an artistic or entrepreneurial project. Crowdfunding has proven to be a powerful tool for financing projects. Given its success, participatory financing was therefore at the center of the French legislator's concerns. Faced with the legal obstacles that were blocking the deployment of this method of financing, a reform appeared necessary. This reform came about with the adoption of Ordinance No. 2014-599 of May 30, 2014. This ordinance is the culmination of the battle waged by the supporters of this "financial miracle". Oscillating between a concern for security and flexibility, the new legal framework for participatory financing aims to make France the "pioneer" state of "crowdfunding" in Europe. Faced with this metamorphosis that marks the legal regime of "crowdfunding", it is essential to question the compatibility of this new system with the requirements of this type of financing.

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The back cover states: "The issue of banking and financial regulation is not new. However, it has taken on a new dimension since the crisis of September-October 2008, followed shortly thereafter by the Madoff affair and, in 2010-2011, by the sovereign debt crisis. These events have affected many countries and have led to a review and deepening of the rules applicable to the banking and financial sector, in order to preserve, in a world without borders, the security and stability of markets, actors and States. Security is one of the major themes of regulation, but it is not the only one: integrity is another. Moreover, due to globalization, the national response alone seems insufficient. A European and international response is absolutely essential. The actors of the European and international framework are little known. Therefore, it is important to devote developments to them - in particular, the European supervisory authorities, the Banking Union and the "different Gs", such as the G20, are studied - even if the responses provided by the European and international authorities constitute the main part of the book, which highlights both the work of the Basel Committee, the IOSCO, the FATF and the FSB, and the European texts, in particular the MiFID texts of May 15, 2014, the market abuse texts of April 16, 2014, and the texts concerning the banking resolution of May 15, and July 15, 2014. The added value of this new edition is twofold: the inclusion of new texts and new court decisions: for example, the Money Laundering Directive of May 20, 2015 and the judgment of the Court of Justice of the European Union dated March 11, 2015 in case C-628-13 (Lafonta) . the creation of sections divided into several categories: Debates, Studies, Focus, Moods, Readings and Opinions.".

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For the supervisor, a historical approach to banking allows for a better understanding of its operating methods. It also helps to better understand why its actors, always endowed, rightly, with the confidence essential to the development of business, sometimes show an over-optimism leading to their ruin. The mobilization of the law: this is what guides the action of the bank controller. The last financial crisis has provoked an awareness in Europe: the impossibility for each member country of the Union to exercise an efficient supervision individually without a total harmonization. Thus was born the idea and then the construction of the MSU. Centralized in Frankfurt, the single supervision has been in place since November 4, 2014. But its roadmap covers an even more diversified field. By construction, the MSU has the qualities of efficiency and sustainability required. But will it have the will to contribute to the transformation of the entire European Union into an area of optimal supervision?

The banker's conflict of interest, a terminology that has been overused by dint of being invoked at each new crisis, without the law being able to fully grasp it, is a particular, autonomous and original notion that nevertheless aspires to a legal existence. It is first of all the result of an incompatibility of a power and a duty that are concomitantly in the hands of the banker. In other words, it is the state of affairs where the banker holds the power to affect an interest, predefined as superior, which he is bound to protect by duty. If it is thus at the heart of the law of representation, which governs a considerable part of the client-banker relationship, it is not confined to it and can also flourish outside the contractual framework. However, after a critical review, it appears that, mainly inherited from regulations specific to investment services, they do not fully cover this field, and a fortiori not in its sphere of expression, which extends well beyond it. In a prospective approach, an analysis of the interpretation of the legal concepts used to control the banker's contractual conflicts of interest is necessary and reveals that the obligation to manage the conflict of interest has features in common with the traditional obligation to guarantee the personal fact. A comparative approach to Anglo-American law confirms the particular nature of this obligation of the banker in the face of a conflict of interest. Such an obligation necessarily calls for a specific regime, of which a draft regime has finally been proposed.

The extreme complexity of our contemporary law leads more and more lawyers to seek specialization, which is synonymous with depth and therefore competence. But if such an approach has obvious positive aspects, it sometimes has the disadvantage of leaving in the shadows questions that lie at the intersection of several disciplines. However, in these conflicts or coordinations of special laws, there often lie today beautiful subjects of thesis. In insolvency law, countries have to decide on a number of questions of form and substance. Notwithstanding the diversity of substantive issues to be resolved, insolvency law is procedural in nature. The rules of collective proceedings are designed to play a crucial role in the allocation of risk among the various actors in the judicial process. The procedural question is what are the triggers for the introduction of collective proceedings. The first part of the study shows that the criteria for insolvency have always existed but their meaning has changed over time and depends on the legal system of the country in question. The second part of this research is devoted to the content of the insolvency criteria in France, in Ukraine and in the EU. A second issue of the research is to see how the third criterion (imminent insolvency) appeared in the French common law and when the reform of the insolvency legislation in Ukraine stopped. The internationalization of the economy necessarily generates situations of insolvency of multinational companies or/and asset owners throughout the world. We will therefore try to elaborate a common approach in a European law that would be a logical continuation of national legislations.

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In financial law, the concept of protected investors appears imprecise, while the legal protection system is composed of a large number of measures. The contrast is striking. The first part of this research highlights the need for clarification. The vagueness surrounding the protected investors is detailed and its consequences on the objective of protection, on the one hand, and on the protection system, on the other hand, are highlighted. Several questions arise, relating to the notion of investor as well as to the logic and criteria of protection. A source of legal insecurity, an indeterminate conception of protected investors weighs in different ways on the quality of protection. The second part of the paper attempts to clarify the legal concept of investor on the one hand and the legal policy of protection on the other. It is thus proposed to introduce a legal definition of the investor in the Monetary and Financial Code, based on the concepts of legal subject and act of investment. A legal definition of the act of investment also helps to distinguish the legal notion of investor, on the one hand, from that of shareholder, client and consumer, on the other. The protection policy envisaged is then based on known axes that need to be reaffirmed and clarified. The full implementation of this policy requires, in view of the redefined categories of investor and qualified investor, the elaboration of a new legal category of participants in the financial markets.

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The legal systems of today are quite different from those in force forty years ago. This statement is applicable in particular to the economic fields that are under the empire of what is known as regulation. In fact, a simple look at contemporary law shows, on the one hand, a splintering of new entities whose mission is to create, supervise and even apply the law, and, on the other hand, the existence of adjustments in the conception and application of the norms that govern a certain activity. The development of soft law, self-regulation and international norms, among other examples, are part of the said adjustments. This phenomenon, known as new forms of regulation, which was strongly supported by some legal doctrine a few years ago, is now being questioned. Even if regulation is a universal phenomenon, we have decided to put the financial markets at the center of our analysis. This is because the regulated sectors present a diversity of situations, modalities of action and foundations that prevent an overall analysis. In this sense, it has been said that the legitimacy of regulation and the rules it sets cannot be considered in the abstract. It must be appreciated in the relationship between its norms and the regulated object. In this context, the financial markets are a privileged laboratory for experimenting with new forms of regulation; they are at the origin of their use, and it is precisely in these markets that the questioning of new forms of regulation has arisen. Our study concerns the use of new forms of regulation in the supervision of financial markets in six countries: France, England, the United States and three Latin American countries: Mexico, Colombia and Chile. The reasons for this choice are as follows. First, we believe it is legitimate to discuss the legislation that is at the root of the phenomena analyzed here. The American model is essential, but also the English model, because it was, for a time, the most advanced example of economic liberalism, and therefore of the origins of new forms of regulation. France was also an indispensable reference. In fact, as we want to show, France is the most perfect example of the quest for a culmination of the logic of regulation and of the systematization, even if incomplete, of regulatory law. We chose Mexico because of the size of its financial market, Colombia because it has undertaken remarkable legal reforms, and Chile because it is the most politically and economically stable country in southern Latin America.

Nowadays, cooperation between financial supervisors in the European Union is an apparent necessity. Indeed, the gradual harmonization of member states' legislation, the implementation of the European passport to facilitate the free movement of actors within the Union, the national competence based on the country of origin principle, as well as the mutual recognition of approvals and controls have made cooperation between member states' financial supervisors necessary. This necessity is a logical consequence of financial integration. On the one hand, the existence of common rules requires a consistent approach in their implementation across the European Union. On the other hand, the increasing scope of cross-border activities, together with the emergence of large financial institutions providing services in several business areas, requires close cooperation between financial supervisors. Indeed, in a cross-border and cross-sector context, cooperation is the main supervisory tool of financial supervisors. This process is in full mutation since the advent of the financial crisis. Thus, cooperation has been strengthened and centralized at the EU level since the establishment of the European Supervisory Authorities. Moreover, the centralization of supervision in the banking sector at the European level does not eliminate the need for cooperation, in particular because of the expertise of national authorities, their knowledge of national, regional and local banking markets, the significant resources they already have at their disposal, and geographic and linguistic considerations.

Note under Court of Cassation (com.) June 25, 2013, F-P+B, No. 12-17.583, Ajax v. Sté La Résidence hôtelière de la Pointe Batterie.

The development of Islamic finance has attracted the attention not only of bankers and lawyers, but also of the French public authorities in recent years. This finance, which obeys Islamic law, operates not on the stipulation of interest, but on two other modes of remuneration of the lenders: it applies, on the one hand, the principle of profit and loss sharing by basing transactions on company contracts, and on the other hand, on a profit margin when the operation is based on a sale and lease contract.Among Islamic banking products, Islamic credits are the most characteristic which exclude the stipulation of ribâ (interest). The determination of their French legal regime is dependent on two bodies of law, a priori, opposed. Although they have neither legal foundations, nor clear and precise legal regimes in French law, the latter manages to frame them. This framework presents not only points of convergence, but also points of divergence with Muslim law. The flexibility of these legal systems has led us to define both a general legal framework to define the French regimes for the remuneration of the Islamic credit provider, and a special legal framework to govern the structuring of transactions backed by contracts of sale (such as mourabaha, tawarruq, salam and istisna), lease (ijara and ijara muntahia biltamlik) and partnership (such as mudaraba, mousharaka and degressive mousharaka)

The European sovereign debt crisis is an opportunity to observe the establishment of new relationships between national public authorities and financial markets. Both actor and referee in the confrontation of market forces, the State finds itself caught up in a competitive, liberal and internationalist logic that threatens its capacity to remain the main source of financial regulation. In a context of globalization and autonomization of the financial sphere, as well as the imperatives of efficiency and economic competitiveness that weigh on financial law, the very notion of "French financial law" is gradually losing its meaning. The impressive reinforcement of European action in this area, the systematic importation of Anglo-American legal solutions, and the increasing delegation of the enactment of standards to experts, threaten the maintenance of a truly French financial law, distinct from other national regulations. There is no doubt that regulation is destined to change scale in a lasting and irreversible manner, to accompany the international integration of financial markets and to take on their new regional, or even global, dimension. More generally, the contemporary methods of producing financial norms disqualify the state apparatus as a relevant source for issuing rules, which are increasingly refined, expert and evolving, without having lost their political dimension. This is the fundamental dilemma of modern financial regulation, which must reconcile economic relevance with democratic legitimacy.

The patrimony of appropriation originates from the German doctrine of the 19th century and has recently been established by the legislator in limited cases. This raises the question of its extension to the whole of French law. Traditionally, the patrimony by appropriation is opposed to the classical theory of patrimony, but this theory is challenged by positive law and can be refuted at the dogmatic level. Moreover, the patrimony by appropriation, generally understood as a mass of assets assigned to a purpose, is subject to notional uncertainties. In reality, the patrimony by appropriation is a legal universality driven by a purpose or by an interest and characterized by the separation of patrimonies. Thus defined, it appears that the named patrimonies by appropriation do not really correspond to the concept and that they must be modified. Moreover, the patrimony by appropriation has various uses both in family property law and in business law, especially in financing and company law, and would thus be a source of economic efficiency in French law. Therefore, general recognition of the patrimony by appropriation in positive law is necessary.

The opening of markets combined with technological developments have favored the foreignness not only of financial reports, but also of financial information. The aberrations brought to the latter, because it is privileged, contribute to the multiplication of connections with regard to stock market offences. This multiplication of connections is accentuated when the law of the causal act and the law of the harmful act are dispersed in geographically disparate places. This dispersion of the constituent elements of the offence exposes the judge to an unequivocal dilemma. At a time when the latter cannot abandon its sovereignty in a field of sovereignty par excellence, the stock market offence denigrates, from now on, the allegiances to state competences. In reality, with the absence of a categorical forum, a judge has no other reference system than the international legal order. At the same time, it is difficult to imagine a state court becoming a jurisdiction of the international community. A coordination between the two orders seems more than ever imminent. The stock market offence in a globalized market by essence relates a rather particular problem. The presentation of this situation reinforces the concern about the gap between the international market, which devours borders, and the criminal law, a space of sovereignty par excellence. In order to avoid this impasse, the "reactionism" of the international community is more consistent with the nature of the offence. This apparent solution, faced with the resistance of internal laws, remains doubtful, which raises the question of its effectiveness.

Comitology refers to the various committees that assist the European Commission in the preparation of measures implementing Community law. However, this institutional phenomenon has certain specificities in the area of financial services, since the so-called Lamfalussy reform. Indeed, this system relies on the expertise of two types of committees: the committees of national regulators and the committees composed of government representatives. The former play a considerable role in the development of Community law. While the mission of the regulatory committees is limited to issuing technical opinions and recommendations, an analysis of recent legislation shows their influence on the content of European standards. Their action is therefore not confined to mere expertise: the committees of regulators issue standards, which are not autonomously binding, but which are usually taken up by the European institutions and by the national authorities. From a theoretical point of view, the use of regulatory committees confirms the developments in modern law, in particular the complementarity of the various sources of law. The committees of regulators thus fall into the category of material sources, because they participate in the development of the content of the norm, by producing acts that do not have all the qualities of the rule of law. Beyond the formal aspects, the purpose of this research is also to show that the use of committees tends to reinforce the unification of national laws, thus going beyond an internal market based on minimal harmonization.

For several years, the financial markets have known a notion in vogue: price regulation. The study tries to analyze this notion by exposing the different techniques in order to achieve this precious objective. There are legitimate techniques of price regulation such as envisaged by the legislator to ensure the continuity of the quotations and the liquidity of the security and illegitimate techniques which ensure fully the objective of regulation but in a direction completely distorted from that wanted by the legislator. The legitimate techniques are, on the one hand, the repurchase of shares, a direct regulatory technique since the objective is constantly cited, and on the other hand, techniques for seeking liquidity. The latter are either, at the time of the IPO of the security, stabilization techniques, or, at the time of listing, a search for liquidity of the security and this by means of animation and liquidity contracts, market making and the counterparty. In spite of this legitimacy, we notice a certain inefficiency of these techniques. As a result, many managers, aware of this inefficiency, manipulate the price either at the time of the stock market introduction or during its listing. In this respect, we note that the dissemination of false and misleading information plays the same role as a material manipulation of the share price by creating an abusive support of the share price in its weakest moments. This observation has been confirmed by several practical cases and resounding financial scandals. In response, the legislator operated several building sites at the same time. These projects aim to restore investors' confidence in the financial markets by ensuring their transparency and efficiency. These efforts are obviously insufficient and require further development both in terms of legislation specific to the financial markets and in terms of corporate governance and the financial economy in general.

The banking and financial services sector is today the scene of exacerbated competition between credit institutions, eager to conquer the Internet customer. The European legislator's recognition of the reality and economic potential of a "virtual" market has led it to seek to ensure its proper functioning and to develop tools to achieve this end. Thus, the directive on "electronic commerce" has come to guarantee the freedom and legality of the offer of online financial services on the basis of the principle of the law of the country of origin. The proper functioning of the market also results from the ability to resolve the disputes it generates. The "electronic banking" disputes are not easily solved by traditional means and in this context the Internet should allow the emergence of alternative methods. The protection of the consumer of banking and financial services is also at the center of the legislator's priorities. Firstly, the Internet is at the origin of major legal evolutions allowing the dematerialization of contracts. Secondly, the directive on the distance marketing of financial services has rebalanced the relationship between the credit institution and the consumer. Thirdly, the consumer has been granted similar rights with regard to the collection and processing of his personal financial data. Finally, the articulation of the different texts applicable to the provision of online banking and financial services offers the consumer a coherent protection.

The law of voluntary liquidation is inspired more by the law of judicial liquidation than by the law of succession. Indeed, the situation of a company in bonis that is dissolved by a judgment of judicial liquidation with the appointment of a liquidator is closer to that of a company dissolved by a judgment of judicial liquidation with the appointment of a liquidator than to that of a natural person who has died leaving his heirs in undivided ownership of the estate. Despite their many differences, the law of amicable liquidation and the law of judicial liquidation are often in agreement on the legal person and its patrimonial autonomy. As for the law of amicable partition of a company, it is inspired by the rules of partition of an estate. However, in reality, the partition of a partnership has its own characteristics which make the condition of the partner original compared to that of the heir. This justifies the development of its own rules.

Mediation, a contemporary subject that is at least in vogue, is intended to be applied in all fields of law, including business law. In this respect, the analysis shows us that, far from constituting a unitary concept, mediation is subject to confusion and is a notion whose contours remain, in spite of everything, rather vague. As such, a comparative analysis with the modes of dispute resolution used in business law is necessary to better define this concept. Mediation is thus useful to companies, whether they are SMEs or multinationals, in order to resolve their disputes amicably. In this sense, many supports are emerging, materialized by a multitude of mediation rules, enacted for the most part by organizations dedicated to alternative dispute resolution. Mediation is also proving to be a concept that is having an impact on business law, in that, on the one hand, it is inspiring the creation of other methods of amicable resolution of commercial disputes and, on the other hand, it is softening an essential notion of seemingly rigid contract law: the autonomy of the parties. Indeed, these last years have seen a plethora of amicable modes of commercial dispute resolution, most of which claim to belong, more or less directly, to mediation. After analysis, some of these claims turn out to be well-founded, others are pure opportunism. Moreover, the application of a mediation clause to a commercial dispute allows the parties to adapt the agreement binding them to the evolution of the economic situation and the occurrence of events beyond their control.

The law of collective procedures is a "conflicting law". There are often opposing conceptions, which reflect the difficulties linked to the overlap between the rules of private law and those of the law of collective procedures. The result of this confrontation is either the eviction of common law or its retention. The eviction of the ordinary law by the law of collective procedures, as a special law, can benefit the recovery of the company in difficulty or its creditors. In the first case, the law of insolvency proceedings, as a special law, disrupts the forecasts made by the parties and undermines the principle of autonomy of will, particularly in the case of the continuation or forced assignment of contracts. In the second case, the eviction of the ordinary law by the law of collective procedures, as a special law, may also prove to be favourable to the creditors of the company in difficulty. This displacement allows them to act against the guarantors, even if this is done at the cost of infringing the accessory nature of the guarantee, or even to engage the liability of the directors on the basis of actions specific to the law of companies in difficulty, which displace those of the ordinary law. The law of collective procedures as a special law thus crowds out ordinary law. On the other hand, as ordinary law, the law of collective proceedings may itself be ousted by special law: this ousting may be partial or total. Partial ousting implies the exclusion of certain provisions of insolvency law, in particular because they are unsuited to the specific nature of bank and insurance company insolvencies, and because of the need to ensure the security of financial markets and payment and settlement systems. The eviction of insolvency law, as a general law, can also be total. This is the case of the special and social law of overindebtedness, which completely displaces the law of collective proceedings.

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Assignment, negotiation and subrogation belong to the same legal category. The codifiers had not provided a regime for the contractual transmission of claims. This gap was filled by the extension of the assignment of claims, envisaged by the Civil Code as a special form of sale. In order to avoid the constraints arising from the formalities required for perfection, the legislator has multiplied the exceptions to the ordinary law of assignment of claims. At the same time, the case law has accepted that negotiation and subrogation can be used as substitute procedures for avoiding the formalities of assignment of a claim. Each of these methods of transmission thus pursues the same objective. Assignment, negotiation and subrogation are thus subject to the same regime, subject to the conditions of opposability to third parties. They are thus species of the same kind. They belong to the more general category of conventional transfer of claims. However, they are distinguished by incidental features which justify the fact that only the assignment of a claim is in principle subject to the formalities of article 1690 of the Civil Code. These characteristics can be deduced from the legal nature of the contractual transfer of claims. The transaction derogates from the relativity of the bond of obligation by creating a legal relationship between the debtor and the successor in title. The assignment extends the binding force of the agreement between the assignor and the assignee. Negotiation undermines the relative effect of the agreement between the originator and the debtor, who is obliged to recognise the status of successor in title to the person designated by the negotiable instrument. Subrogation conceals the infringement of the relativity of the bond of obligation . it confers on the subrogee the same place as on the subrogator. The thesis is published on the site http://www. Glose. Org.