French Monetary and Financial Code
In forceI. - Any member of a board of directors or, as the case may be, of a supervisory board and any person who in any capacity participates in the direction or management of an investment firm or portfolio management company or who is employed by the latter is bound by professional secrecy.
Apart from cases where the law so provides, professional secrecy may not be invoked against the Autorité de contrôle prudentiel et de résolution, the Autorité des marchés financiers, the Banque de France, the Institut d'émission des départements d'outre-mer, the Institut d'émission d'outre-mer or the judicial authority acting in the context of criminal proceedings.
Investment firms and portfolio management companies may also communicate information covered by professional secrecy, on the one hand, to rating agencies for the purposes of rating financial products and, on the other hand, to persons with whom they negotiate, conclude or execute the transactions listed below, provided that this information is necessary for such transactions:
1° Credit transactions carried out, directly or indirectly, by one or more investment firms or one or more funds managed by a portfolio management company;
2° Transactions in financial instruments, guarantees or insurance intended to cover a credit risk;
3° Acquisition of equity interests or control in a credit institution, finance company, investment firm or portfolio management company;
4° Disposal of assets or goodwill;
5° Assignment or transfer of receivables or contracts;
6° Contracts for the provision of services concluded with a third party with a view to entrusting it with important operational functions;
7° During the study or preparation of any type of contract or transaction, provided that these entities belong to the same group as the person making the communication.
When dealing in financial contracts, investment firms and portfolio management companies may also communicate information covered by professional secrecy where the laws or regulations of a country that is not a member of the European Union provide for the declaration of such information to a central repository. When this information constitutes personal data subject to law no. 78-17 of 6 January 1978 relating to information technology, files and civil liberties, it must be transmitted in accordance with the conditions laid down by the same law.
In addition to the cases described above, investment firms and portfolio management companies may disclose information covered by professional secrecy on a case-by-case basis and only when the persons concerned have expressly given their permission to do so.
Persons receiving information covered by professional secrecy, which has been provided to them for the purposes of one of the operations set out above, must keep it confidential, whether or not the aforementioned operation is successful. However, in the event that the aforementioned transaction is successful, these persons may in turn communicate the information covered by professional secrecy under the same conditions as those referred to in this article to the persons with whom they negotiate, conclude or execute the aforementioned transactions.
II. - (Repealed).
