Under French law, legal entities, and in particular companies, are not automatically criminally liable for the actions of their employees or agents. Corporate criminal liability (whether as the principal perpetrator or as an accomplice) is only incurred where corruption or influence peddling offenses were committed “on the company’s behalf” by its “bodies or representatives” (in law or in fact).

Contrary to, for example, Section 7 of the U.K. Bribery Act 2010, French law does not provide for a specific corporate offense based on the wrongdoings of “persons associated with” the company. For any given set of facts, the question is therefore whether the representatives were actually acting on behalf of the company or, conversely, in their personal interest.

French law dictates that, in principle, a mere employee (i.e., an employee given no specific delegation of authority or power of attorney) is not considered a “representative” who can bind the company from a criminal standpoint. However, in practice, French courts (at least in some instances) have held companies criminally liable without identifying a specific organ or representative that acted on behalf of the company where, by assumption, it is plain that the alleged wrongdoings were endorsed by the company’s management —even if more recent case law tends to reinstate the formal requirement that a specific organ or representative be identified.

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