► Full reference: M.-A. Frison-Roche, « Unicité et Diversité des clauses de Compliance » (Unicity and Diversity of Compliance Clauses), in Journal of Regulation & Compliance (JoRC) and Université Jean Moulin Lyon 3, Centre de recherches Louis Josserand, La contractualisation de la Compliance : clause après clause (The Contractualisation of Compliance: Clause by Clause), Lyon, 25 September 2026.
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🧮read the full programme of the event (in French)
🏗️This colloquium is part of the 2026 cycle of colloquia Compliance and Contract.
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🚧This lecture is based on a bilingual Working Paper: Unicity and Diversity of Compliance Clauses: towards a Contractual Compliance System.
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🖥️consult the slides supporting this lecture (these slides are in English; the slides projected during the lecture were the original French slides)
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🎤See the presentation of the other lecture given in this colloquium: The Audit Clause Correlated with the Compliance Obligation.
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📝This lecture will give rise to an article, « Unicité et Diversité des clauses de Compliance », to be published in the book 📕Compliance and Contract, in the series 📚Compliance & Regulation, co-published by the Journal of Regulation & Compliance (JoRC) and Bruylant.
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► Presentation of this lecture : Practitioners insert into a wide variety of contracts clauses that are expressly designated as “Compliance clauses”. We lack a definition, so their legal regime is uncertain. To consolidate this practice and ensure that its development produces satisfactory effects, these clauses must be classified, named and distinguished from one another. This is what this lecture sets out to do.
In a first stage, a strong unicity of Compliance clauses appears. But this unicity is somewhat misleading. It proceeds from a confusion between contract and statute: whether the clause, as a block, obliges the other contracting party to comply with all the regulations, or borrows its unity from the particular corpus of which it claims to be the tool of application, the clause copies the legislation. This is the unified but rather archaic conception to which the Regulator has itself lent credence, by designating the Compliance clause only as a delegation within a normative power that would remain first and foremost its own.
So as not to stop there, in a second stage, the lecture shows the great diversity of Compliance clauses, a de jure diversity born of the principle of contractual freedom and a de facto diversity resulting from the porosity of the clause to the activities concerned, the country and the persons. To be mastered, this diversity must be channelled by a nomenclature. It must also be preserved in a lasting way, because it stems from the general policy of the company and the project it wishes to develop, for example in the value chains it has chosen to build through regulatory contracts.
Nevertheless, and this is the subject of the third stage of the lecture, there is a deep and programmatic unicity of Compliance clauses, which lies in the systemic goals they serve. In practice, this unicity is built through an interlinked system of clauses, precisely described and specific to each undertaking. At the level of a large company, this can give rise to a Contractual Compliance System, which is articulated and allied with the regulatory system.
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