RSE

► Full reference: V. Monteillet, « Le contrat, outil de mise en œuvre des obligations de vigilance entre les partenaires de la chaîne de valeur », in M. Hautereau-Boutonnet, J. Rochfeld and B. Parance (eds.), Engagements et contrats à l’aune des mutations environnementales, Dalloz, “Thèmes & commentaires – Actes” series, 2025, pp. 15-24, in French. - ► Summary: the author starts from the observation that the French Act no. 2017-399 of 27 March 2017 on the duty of vigilance of parent companies and ordering companies sets a goal – establishing a culture of social and environmental risk management throughout the value chain – without predetermining the means. After seven years of application of the Act and the adoption of Directive (EU) 2024/1760 of 13 June 2024, she shows that the contract formalising exchanges between ordering companies, their subcontractors and their suppliers is one of the operational instruments of Vigilance, wanted by public authorities but criticised by non-governmental organisations, since the Rana Plaza building had been audited a few days before its collapse. A first part deals with the drafting of the contractual content, which enables partners in the value chain to anticipate risks. The first requirement is to master contractual technique: the purpose of vigilance clauses and the “cascading contractualisation” of the contractual assurances required by the Directive, and the subject matter of these clauses, which refer to the company’s charters and codes of conduct, to international instruments and, increasingly, to technical standards. The second is to ensure contractual balance: monitoring and auditing of business partners, allocation of the cost of these controls, cooperation with partners and support for SMEs, with a view to the model contractual clauses that the Commission must adopt by 26 January 2027. A second part addresses the modulation of contractual effects and the fair allocation of risks between partners. The contractual relationship is regulated by the ordering company: enhanced prevention action plan, suspension or termination of the business relationship, sanction clauses subject to review for significant imbalance, consultation of stakeholders, which recalls the theory of contractual solidarism. Lastly, the contractual chain is made accountable in light of Article 29 of the Directive: the ordering company’s failure of vigilance may cover the harmful act of the subcontractor, and joint and several liability towards the victim may be shifted, at the stage of contribution to the debt, onto the business partner through the clauses (French Civil Code, Art. 1313 and 1317). - 🦉 The article is available in full text to those registered in Professor Marie-Anne Frison-Roche’s courses.

► Full Reference: B. Frydman & A. Briegleb, “L’obligation de compliance en Droit global” (Compliance Obligation in Global Law), in M.-A. Frison-Roche (ed.), L’Obligation de Compliance, Journal of Regulation & Compliance (JoRC) and Lefebvre-Dalloz, coll. “Régulations & Compliance“, 2025, pp. 299-311. - read a general presentation of the book, L’Obligation de Compliance, in which this contribution is published - ► This article is written in French. English summary of this contribution (done by the Journal of Regulation & Compliance – JoRC): The authors stress that the Contracts Law and Tort Law are essential in Compliance Law, particularly in its global legal perspective, since it goes beyond the legal systems of States and develops new normativities, at the level of each company, but also allows a new expression of public power through the Monumental Goals that Compliance Law claims to achieve globally. The weaker the States, the greater the delegation to the first level is operating. In concrete terms, the authors examine a series of situations in which various organisations use compliance techniques to appropriate global power over things or people, which has the effect, and sometimes the purpose, of reducing the freedoms of people controlled in this way. Thus CSR, which was initially non-binding, is now the source of binding obligations, and the moral obligation expressed in codes of conduct can become a civil obligation, as the Supreme Court of California decided in 2002 in the Nike case. In addition, “Comply or Explain” clauses are now commonplace, allowing the person subject to the legislation not to comply if they can justify it, which is the basis of the many information reports that companies are now required to publish. Then, returning to the issue of liability, particularly in the digital environment, the article stresses the importance of ‘conditional immunity from liability’, taking the view from the European DSA that certain operators, such as hosting providers, are not liable unless they take on obligations, such as monitoring functions on contents published. Finally, with regard to the duty of vigilance, it tends for the first time to align the scope of “responsibility” with the scope of “power”, moral responsibility thus becoming legal responsibility, which would be like a new responsibility for others. The result of all this is an “obligation to regulate others”. - 🦉This article is available in full text to those registered for Professor Marie-Anne Frison-Roche’s courses

► Full Reference: G. J. Martin, “Clauses et contrats, modalités de l’obligation de vigilance” (Clauses and Contracts, Modalities of the Vigilance Obligation), in M.-A. Frison-Roche (dir.), L’Obligation de Compliance, Journal of Regulation & Compliance (JoRC) and Lefebvre-Dalloz, coll. “Régulations & Compliance”, 2025, pp. 663-678. - read the general presentation of the book, L’Obligation de Compliance, in which the contribution is published - ► This article is written in French. English summary of this contribution (done by the Journal of Regulation & Compliance – JoRC): The author focuses on what are often referred to as “CSR clauses”, insofar as they constitute a way for companies to implement their Compliance Obligation. In a practice that is still “in its infancy”, companies thus contractualise their ethical aspiration and their legal obligation, defining more precisely along the way what the Compliance and/or Vigilance obligation is for them, notably through internal and/or external standards, associating with them mechanisms of evaluation, audit and specific sanctions, such as termination. In addition, the contract organises the articulation with commercial clauses having another purpose. This is all the more necessary as the purpose of these clauses is also to make the legal obligation “trickle down” beyond the first contractual circle. The risk of imbalance must be avoided. The clauses must be precise and limited, notably in space and time. Secondly, the author examines the articulation between ordinary Contract Law and the special Law of Vigilance. Having laid down that the contract is the means, and even the only means, of transforming Soft Law into Hard Law in the relations between the contracting parties, the author considers that if such a clause appears in a commercial contract falling within a situation covered by the 2017 law (value chain, parent company–subsidiary relationship), there is a cumulation of capacities. Conflicts of jurisdiction with the Tribunal judiciaire de Paris (Paris First Instance Civil Court) therefore arise, and one may regret the abandonment of the solution adopted by the Cour de cassation (French Court of cassation) opening an option of jurisdiction. Another difficult articulation will have to be made in the event of nullity of the CSR clause, an annulment that the ordinary judge may pronounce, depending on whether or not the judge considers it decisive for other clauses, or even for the contract. In the event of non-performance of the clause, the termination of commercial relations may be pronounced, but it may be thought that a notice period must be respected. Finally, if the very purpose of the contract is the performance of the Vigilance obligation, this must not amount to a delegation that would nullify the legal principle of personal liability. - 🦉This article is available in full text to those registered for Professor Marie-Anne Frison-Roche’s courses -

► Full Reference: M.-A. Frison-Roche, The will, the heart and the calculation, the three traits encercling the Compliance Obligation, March 2024. - 📝 This Working Paper is the basis for the contribution "The will, the heart and the calculation, the three traits encercling the Compliance Obligation", in📘Compliance Obligation. - ► Summary of this Working Paper: There is often a dispute over the pertinent definition of Compliance Law, but the scale and force of the resulting obligation for the companies subject to it is clear.  It remains difficult to define. First, we must not to be overwhelmed by the many obligations through which the Compliance Obligation takes shape, such as the obligation to map, to investigate, to be vigilant, to sanction, to educate, to collaborate, and so on. Not only this obligations list is very long, it is also open-ended, with companies themselves and judges adding to it as and when companies, sectors and cases require.  Nor should we be led astray by the distance that can be drawn between the contours of this Compliance Obligation, which can be as much a matter of will, a generous feeling for a close or distant other in space or time, or the result of a calculation. This plurality does not pose a problem if we do not concentrate all our efforts on distinguishing these secondary obligations from one another but on measuring what they are the implementation of, this Compliance Obligation which ensures that entities, companies, stakeholders and public authorities, contribute to achieving the Goals targeted by Compliance Law, Monumental Goals which give unity to the Compliance Obligation.  Thus unified by the same spirit, the implementation of all these secondary obligations, which seem at once disparate, innumerable and often mechanical, find unity in their regime and the way in which Regulators and Judges must control, sanction and extend them, since the Compliance Obligation breathes a common spirit into them.  In the same way that the multiplicity of compliance techniques must not mask the uniqueness of the Compliance Obligation, the multiplicity of sources must not produce a similar screen. Indeed, the Legislator has often issued a prescription, an order with which companies must comply, Compliance then often being perceived as required obedience. But the company itself expresses a will that is autonomous from that of the Legislator, the vocabulary of self-regulation and/or ethics being used in this perspective, because it affirms that it devotes forces to taking into consideration the situation of others when it would not be compelled to do so, but that it does so nonetheless because it cares about them. However, the management of reputational risks and the value of bonds of trust, or a suspicious reading of managerial choices, lead us to say that all this is merely a calculation. Thus, the contribution sets out to identify the Compliance Obligation by recognising the role of all these different sources. It emphasises that, in monitoring the proper performance of technical compliance obligations by Managers, Regulators and Judges, insofar as they implement the Compliance Obligation, it is pointless to limit oneself to a single source or to rank them abruptly in order of importance. The Compliance Obligation is part of the very definition of Compliance Law, built on the political ambition to achieve these Monumental Goals of preserving systems – banking, financial, energy, digital, etc. – in the future, so that human beings who cannot but depend on them are not crushed by them, or even benefit from them. This is the teleological yardstick by which the Compliance Obligation is measured, and with it all the secondary obligations that give it concrete form, whatever their source and whatever the reason why the initial standard was adopted. In order to define Compliance's Obligation, the contribution endeavours to recognise the contribution of all these three sources: Will, Heart and Calculation.  - 🔓read the developments below ⤵️ - follow Marie-Anne Frison-Roche on LinkedIn follow Marie-Anne Frison-Roche on Instagram subscribe to the Newsletter MAFR Regulation, Compliance, Law  subscribe to the Video Newsletter MAFR Surplomb

► Full Reference: M.-A. Frison-Roche, Participation in the panel "Une Gouvernance responsable : vers un mieux vivre ensemble ?" ("Responsible governance: towards a better way of living together"), in Grenelle du Droit 5. L'avenir de la filière juridique, Association française des juristes d'entreprise ("The future of the legal profession"), AFJE), Cercle Montesquieu and Paris Panthéon-Sorbonne University, Campus Port-Royal Université Paris 1 Panthéon-Sorbonne, 1 rue de la Glacière, 75013 Paris, June 12, 2024 - 🧮See the full programme of this event (in French) - watch the interview made just after this round-table discussion (in French) - 🪑🪑🪑🪑🪑 will also be taking part in this round-table discussion: 🕴️Yves Garagnon, Chairman of Dilitrust, 🕴️Pierrick Le Goff, lawyer, partner at De Gaulle Fleurance, 🕴️Sabine Lochmann, Chairman of Ascend, 🕴️Vincent Vigneau, President of the Commercial, Economic and Financial Chamber of the Cour de cassation (French Judicial Supreme Court) - ► English presentation of my intervention in this event's opening plenary  round-table: In this plenary round table which opens the event, devoted to the theme of 'responsible corporate governance', for my interventions based on my work I will have the opportunity to address more particularly these different perspectives: How the new Compliance Law, which gives concrete expression to the responsibility of enterprises in a new relationship with States and with civil society, constitutes a 'legal revolution 💡for the record, mafr,📝Compliance Law, 2016 ; (ed.) 📘Compliance Monumental Goals, 2022   how the judgment handed down by the Tribunal judiciaire de Paris (Paris First Instance Civil Court) on 28 February 2023 (Total Ouganda case) is remarkable and already constitutes a turning point in case law 💡for the record, mafr, 🎤audition as amica curiae, hearing of 26 October 2022 before the first instance Paris Court; (ed)📘Compliance Jurisdictionalisation, 2024   how the relationship between States and enterprises is being renewed by this profound legal movement expressed by Compliance Law 💡for the record, mafr et M. Boissavy (ed.), 📕Compliance et droits de la défense – Enquêtes internes, CJIP, CRPC, mafr (dir.), 📘 Compliance Obligation, 2025   how internal lawyers have a decisive and central role to play in this movement, particularly in the mechanism of vigilance / corporate sustainability due diligence, the "cutting edge" of Compliance Law, 💡for the record, mafr, 📝Contract of Compliance, Compliance stipulations, 2023 ; (ed.), 📘Compliance and Contract, 2025   what is meant by the "Ex Ante responsibility" of enterprises, which does not necessarily entail their Ex Post liability, a distinction which lawyers are the guardians of 💡for the record, mafr, 📝La responsabilité Ex Ante, pilier du Droit de la Compliance ("Ex-Ante Responsability, Compliance Law Pillar"), 2021   how European Compliance Law is profoundly humanist, an identity that distinguishes European Compliance from American Compliance and, above all, from Chinese Compliance. 💡for the record, mafr (ed.), 📕Pour une Europe de la Compliance ("For the Europe of the Compliance"), 2017 - read the  article about this round table written by Delphine Bauer in Actu-Juridique (in French) - follow Marie-Anne Frison-Roche on LinkedIn follow Marie-Anne Frison-Roche on Instagram subscribe to the Newsletter MAFR Regulation, Compliance, Law

follow Marie-Anne Frison-Roche on LinkedIn subscribe to the Newsletter MAFR Regulation, Compliance, Law - ► Full Reference: M.-A. Frison-Roche, Participation à la Table ronde "Normes de Responsabilité Sociale des Entreprises (RSE & Devoir de Vigilance)" (Participation in the Round Table "Corporate Social Responsibility Standards (CSR & Duty of Vigilance)"), in Fribourg University, Journée du Droit, Fribourg University, Pérolles site, room C230, October 2, 2023. - see the full programme of this event 🎥​watch the video of this event (in French) - 🌐read the report written in French with photos, tags and links on LinkedIn and also with links to each the speech - ► General presentation of the event : This conference, build around 4 presentations and a debate between the speakers and then with the audience, aimed at explaining and understanding this fundamental movement and the new texts that express it in Switzerland, even if it is French law, such as the so-called 'Vigilance' law of 2017 and the draft European CS3D directive, because on the one hand it is a movement that begins with legal technique and on the other hand the texts in question are extraterritorial in scope, if only because of the notion of 'value chain'. In the first part of this round table, and to set the scene, I will outline the origin and content of the French 'Vigilance' law, the way in which the draft directive draws heavily on it, its relationship with Compliance Law, of which it constitutes the 'advanced point', and the decisive role it gives to the courts, in the general movement of the jurisdictionalisation of compliance. The purpose of this is to allow the discussion to get underway. 🕴️Idris Abdelkhalek, PhD candidate and lawyer, introduced the speakers and led the debate between them and the audience. He took questions from the audience on the intensity of the obligation weighing on companies, in particular between civil liability and criminal liability, between the obligation of means and the obligation of result, and on the way in which the duty of vigilance is applied to specific sectors such as defence. - ► Presentation of my speech : the subject of which was Presentation of French Vigilance law, European perspective and European Compliance System. My presentation was divided into four points. Firstly, I outlined the state of Law in France, in the novelty represented by the 2017 law known as the "Vigilance" law, whose principles are simple and strong, principles that are situated in the aims pursued, and the way in which this law inspires what is currently being negotiated: the CS3D Directive. Secondly, I stressed the need for companies to master these often technically complicated corpus, especially if we take into account the link between Vigilance and the CSRD directive on sustainability reporting and extra-financial information.  Thirdly, I have shown that an overall understanding can nevertheless be achieved, and that the technical nature of the 'tools' is better mastered if we place the duty of vigilance within Compliance Law, of which it constitutes the 'advanced point'. All of this anchors its legal normativity in the 'Monumental Goals' it serves, which in Europe are humanistic, since the aim is to protect, now but above all in the future because it is a branch of ex ante Law, the human beings involved in the systems (banking, finance, energy, digital, climate, etc.). Fourthly, I emphasised that this understanding enables everyone to play their part: political and public authorities, businesses and stakeholders. Even more, and at the heart of the matter, the judge plays an essential role, even in countries with so-called 'continental' Law. I have used current cases as examples. This is just the beginning, and judges need to train, specialise and work in dialogue to achieve this. - ► Presentation of the other speakers contributions : 🕴️Marion Paradas, Ambassador of France to Switzerland and Liechtenstein, opened the conference and gave a general presentation of the theme. Ambassador Marion Paradas presented the international challenge represented by Law, illustrated here by the duty of vigilance. She emphasised that this is a major issue, both now and in the future, for Swiss companies and French companies based in Switzerland, particularly as this duty extends throughout the "value chain" and in view of the CS3D directive, which will also have consequences for both. 🕴️Isabelle Chabloz Waidacher, Professor at the Faculty of Law in Fribourg and holder of the Chair of Economic Law at the University of Fribourg, gave a Presentation of Swiss Law. In particular, she emphasised the state of Swiss Law, which could have gone further than the 2017 French law known as the "Vigilance" law if the popular initiative reference had led to the adoption of a law, and which currently focuses more on information and transparency obligations, with CSR taking over from there. But she stresses that the reality of value chains will force Swiss companies to take into account the requirements of the European directive currently being adopted. 🕴️Renaud Roussel, Managing Director of Colas Switzerland, presented an entrepreneurial view of the subject. He began by outlining the concrete steps taken by his industrial group in Switzerland and around the world to implement its commitments to protect the environment, for example by ensuring the proper use of materials used in road construction. He also stressed the importance of human rights, particularly in labour relations, in the context of CSR and vigilance. He went on to point out that it was not always easy for a large company to meet its own requirements, or the requirements imposed on it by the law, because in the construction and public works sector in particular it is often small companies that are competing, competitors who do not bear the costs of such obligations. -

🌐 follow Marie-Anne Frison-Roche on LinkedIn 🌐 subscribe to the Newsletter MAFR Regulation, Compliance, Law  - ► Full Reference: FM.-A. Frison-Roche, La responsabilité ex ante, pilier du droit de la compliance ("Ex-Ante Responsibility, Compliance Law Pillar"), D. 2022, chronique MAFR – Droit de la Compliance, Recueil Dalloz, March 31, 2022. - ► Article English Summary: The Law must help to face the future, which can be totally catastrophic in terms of climate and digital issues. Courts are s best placed for this, without “governing”, only relying on the commitments made by companies, governments, and legislators.  On the ordinary Tort Law, court decisions oblige these different entities to be consistent in the commitments they have made, obliging them to act in the future, formal “compliance” with the regulations cannot be sufficient. This ex-ante responsibility, founding the powers, thus constitutes a pillar of a substantial Compliance Law, showing the part that CSR and the companies with a raison d'être play in it. -   📝 read the article. (written in French) - 📚go to the presentation of the other articles published in this Chronique Droit de la Compliance made in the Recueil Dalloz.  -

Full reference: Chapron, J.-P., Dubost, C. and  Imalhayene, F., Labels RSE. Accompagner les entreprises et donner confiance à leurs parties prenantes (CSR labels. Support companies and give confidence to their stakeholders), Report submitted to the French Minister of Economy and Finances, 30th of November 2020, 81p.   Read the report (in French) Read the synthesis of the observations and recommendations of this report by the Secretary to social, solidarity and responsible economy (in French)

Full reference: M. Fabre-Magnan, "La responsabilité du fait du cocontractant. Une figure juridique pour la RSE", in Liber amicorum en hommage à Pierre Rodière. Droit social international et européen en mouvement, Coll. Mélanges, Lextenso – LGDJ, 2019, pp. 79-90. - 🦉This article is available in full text for those enrolled in Professor Marie-Anne Frison-Roche's courses. -

► Full reference: Loi n°2019-486 du 22 mai 2019 relative à la croissance et à la transformation des entreprises (Law of 22nd of May 2019 about growth and firms transformation) called "loi PACTE". - ► Read the law (in French) -

► Full Reference: M. Fabre-Magnan, “Les fausses promesses des entreprises : RSE et droit commun des contrats” (“Companies’ False Promises: CSR and General Contract Law”), in Études en la mémoire de Philippe Neau-Leduc. Le juriste dans la cité, “Mélanges” series, Lextenso – LGDJ, 2018, pp. 451-458 - 🦉This article is available in full text to those registered for Professor Marie-Anne Frison-Roche’s courses -

Full reference : Supiot, A., Du nouveau au self-service normatif : la responsabilité sociale des entreprises, in Etudes offertes à Jean Pélisser. Analyses juridiques et valeurs en droit social, Dalloz, 2004, pp. 541-558.