► Full reference: Journal of Regulation & Compliance (JoRC) and University Jean Moulin - Lyon 3, Centre de recherche Louis Josserand : La contractualisation de la compliance : clause après clause (Compliance contractualisation: clause by clause), 25 September 2026

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🏗️ This symposium is part of the series of symposiums organised by the Journal of Regulation & Compliance (JoRC) and its partner universities, focusing in 2023 on the general theme of Compliance and Contracts.

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The symposium is under the scientific responsibility of Marie-Anne Frison-Roche and Jean-Christophe Roda.

Il will be held in French.

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To register:

🧮The event will take place at the University of Jean Moulin - Lyon 3.

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Presentation of the topic:  There are numerous compliance clauses. Surprisingly little research has been done on them, which hinders the development of this practice. However, the Compliance Obligation that is so often emphasised in relation to civil liability no doubt because Compliance Law is excessively associated with sanctions, can just as easily originate from contracts and multiple clauses, since this is another way of being bound, without it being anything more than a means for the persons thus bound to fulfil their regulatory obligation.

It is therefore practice that has developed compliance clauses, the very existence of which is the subject of this symposium. By highlighting these provisions, their originality can be revealed, as well as the uniqueness conferred on them by Compliance Law and the diversity that may be required depending on criteria related to the purpose of the clauses, but also to the sector of activity or the identity of the contracting parties themselves. 

From this already established practice, it is certainly the Judge who will determine its uniqueness and specificity. This case law is in its infancy because this practice is the result of compliance requirements arising from an emerging branch of Law, which is still under development.

Furthermore, the clauses examined here are not conceived from scratch, but are often adaptations of clauses familiar to lawyers, and as such may be reproduced, regulated, or even restricted or prohibited by rules that fall not only under general Contract Law, but also, clause by clause under Competition Law, Distribution Law, Consumer Law, Judicial and Procedural Law, or Private International law. The logic of Compliance Law, when it takes contractual form, does not always prevail and, in the same way that Compliance Law as a branch of Law is linked to other branches, compliance clauses, if they are to multiply and become more sophisticated, must be subject to this link.

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Speakers include:

🎤 Marie-Anne Frison-Roche, university professor, editor-in-chief of the Journal of Regulation & Compliance (JoRC) and Director of theEuropean School of Regulation and Compliance (EeRC)É

🎤 Julia Heinich, professor at Panthéon-Sorbonne University (Paris I)

🎤 Jacques Mestre, emeritus professor at the University of Aix-Marseille, president of the French Association of Doctors of Law (AFDD)

🎤 Jean-Christophe Roda, professor at the University of Lyon 3, director of the Louis Josserand research centre

🎤 Laura Sautonie-Laguionie, professor at the University of Bordeaux

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The proceedings of this symposium will form the basis of a specific chapter in the following publications:

📕Compliance et Contrat, to be published in French in the collection 📚Regulations & Compliance, co-published by the Journal of Regulation & Compliance (JoRC) and Lefebvre-Dalloz.

📘Compliance and Contract, to be published in English in the 📚Compliance & Regulation  Serie, co-published by the Journal of Regulation & Compliance (JoRC) and Bruylant (Larcier-Intersentia).

🔻 Read the schedule for the event below ⤵️

The French law provides that the Commission de Régulation de l'Énergie - CRE (French Regulatory Energy Commission) publishes an annual report on compliance with codes of conduct and independence of the power transmission grid operators. In Decembre 2014, CRE has published its report on compliance with codes of conduct and independence of electricity networks and natural gas (Respect des codes de bonne conduite et indépendance des gestionnaires de réseaux d'électricité et de gaz naturel).

This particular statutory provision shows the proximity between Regulation and Governance, nearby sometimes believed limited to the sphere of banking and finance.

This is designed especially for managers of transport networks which are often subsidiaries of incumbents production and energy sales, economic and legal integration that the law does not prohibit even though it requires independence transport network managers. This independence must be de facto and not de jure, which is a higher requirement than mere legal autonomy of companies, the result of the requirements of "governance", the operator is obliged not to exercise the rights and powers its parent company status yet gives a regular basis so that the first principle of independence of the network manager is preserved.

The relationship between the controlling shareholder and its subsidiary are governed by "codes of conduct" in the mandatory order of the independence of management and decision making of the subsidiary. In a 90-page reportthe regulator sets the constraints so that this goal leads in effect on the parent company, beyond corporate law.

However, the regulator is very severe. It believes that the way in which subsidiaries present themselves to consumers mark such similarity with their parent that these third parties can't identify them as independent of them. According to the regulator, consumers therefore don't identify them as carriers or distributors of energy also offered by competitors of their parent.

Thus, the regulator considers it necessary that these subsidiaries will change their brands, logos and legal designation, eg ERDF ceases to have a name so close to EDF.

The implicit question is the legal effect of such reproaches and suggestions, if the companies aren't listening. The report discusses the prospect to bring the question before their independent body able to impose sanctions. But the case will be difficult because the principle of independence meets the principle of freedom and the terms of the interference between regulatory law and corporate law aren't yet clearly established.

Complete reference: GERMAIN, Michel and MAGNIER, Véronique, Traité de droit des affaires - Les sociétés commerciales (Law Treaty - Commercial companies), 21th ed., LGDJ - Lextenso éditions, Paris, 1054 p.

This book is written in French.

On listed companies, see p. 799-1034.

Read paperback.

Read the table of contents.

Complete reference : Trébulle, F.-G., Stakeholders Theory et droit des sociétés, Bull. Joly Sociétés, 1st Dec. 2006, p.1337 . ; 1st Jan. 2007, p.1 et s.