The procedural safeguards enjoyed by a person whose situation may be affected by a future judgment are principally the right to bring proceedings before the court, the rights of the defense and the benefit of the contradictory principle.

The legal action was for a long time considered as a "power", that is to say, a mechanism inserted in the organization of the judicial institution, since it was by this act of seizure, access by which the person enters the judicial machine, through the latter starts up.

But in particular since the work of René Cassin and Henri Motulsky, legal proceedings are considered as a subjective right, that is to say, a prerogative of any person to ask a judge to rule on the claim that the plaintiff articulates in an allegation, that is a story mixing the fact and the law in a building and on which he asks the judge to give an answer, such as the cancellation of an acte, or the award of damages, or the refusal to convict him (because the defense is also the exercise of this right of action).

The legal action is now recognized as a "right of action", the nature of which is independent of the application made to the court, a subjective procedural right which doubles the substantive subjective right (eg the right to reparation) and ensures the effectiveness of the latter but which is autonomous of it. This autonomy and this uniqueness in contrast with the variety of the sort of disputes (civil, criminal or administrative) makes the right of action a pillar of the "Procedural Law" on which a part of European and Constitutional Law are built. In fact, Constitutional Law in Europe is essentially constituted by procedural principles (rights of defense, impartiality, right of action), since the principle of non bis in idem is only an expression of the right of action. Non bis in idem is a prohibition of double judgment for the same fact which does not prohibit a double trigger of the action (and criminal, civil and administrative). This unified due process of Law has helped to diminish the once radical separation between criminal law, administrative law and even civil law, which are clearly separated from one another in the traditional construction of legal systems and which converge today in the Regulatory and Compliance Law.

Moreover, the subjective right of action is a human right and one of the most important. Indeed, it is "the right to the judge" because by its exercise the person obliges a judge to answer him, that is to say to listen to his claim (the contradictory resulting therefore from the exercise of the right of action ).

Thus the right of action appears to be the property of the person, of the litigant, of the "party". This is why the attribution by the law of the power for the Regulators to seize itself, which is understood by reason of the efficiency of the process, poses difficulty from the moment that this constitutes the regulatory body in "judge and party", since the Regulator is in criminal matters regarded as a court, and that the cumulation of the qualification of court and of the quality of party is a consubstantial infringement of the principle of impartiality. In the same way, the obligation that Compliance Law creates for operators to judge themselves obliges them to a similar duplication which poses many procedural difficulties, notably in internal investigations.

There is a classical distinction between public action, which is carried out by the public prosecutor, by which the public prosecutor calls for protection of the general interest and private action by a person or an enterprise, which seeks to satisfy its legitimate private interest. The existence of this legitimate interest is sufficient for the person to exercise his or her procedural right of action.

In the first place, the person could not claim the general interest because he or she was not an agent of the State and organizations such as associations or other non-governmental organizations pursued a collective interest, which could not be confused with the general interest. This procedural principle according to which "no one pleads by prosecutor" is today outdated. Indeed, and for the sake of efficiency, Law admits that persons act in order that the rule of law may apply to subjects who, without such action, would not be accountable. By this procedural use of the theory of incentives, because the one who acts is rewarded while and because he or she serves the general interest, concretizing the rule of law and contributing to produce a disciplinary effect on a sector and powerful operators, procedural law is transformed by the economic analysis of the law. The US mechanism of the class action was imported into France by a recent law of 2014 on "group action" (rather restrictive) but this "collective action" , on the Canadian model, continues not to be accepted in the European Union , Even if the European Commission is working to promote the mechanisms of private enforcement, participating in the same idea.

Secondly, it may happen that the law requires the person not only must have a "legitimate interest in acting" but also must have a special quality to act. This is particularly true of the various corporate officers within the operators. For the sake of efficiency, the legal system tends to distribute new "qualities to act" even though there is not necessarily an interest, for example in the new system of whistleblowers, which can act even there is no apparent interest.

► Référence complète : Agence française anticorruption (AFA), Guide du contrôle comptable anticorruption, 2022. 

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► Lire le guide

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📧 Lire le commentaire fait par Marie-Anne Frison-Roche de ce guide. 

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► Full Reference: D. Gutmann, "Tax Law and Compliance Obligation", in M.-A. Frison-Roche (ed.), Compliance Obligation, Journal of Regulation & Compliance (JoRC) and Bruylant, "Compliance & Regulation" Serie, to be published

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📘read a general presentation of the book, Compliance Obligation, in which this article is published

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► Summary of the article (done by the Journal of Regulation & Compliance - JoRC): The author takes up the hypothesis of a Compliance Law defined by its Monumental Goals, the realisation of which is entrusted to "crucial operators" and confronts it with Tax Law. The link is particularly effective since these operators possess what governments need in this area: relevant Information.

Going further, Compliance Law can give rise to two types of obligations on the part of these operators, either towards others operators who need to be monitored, corrected or denounced, or towards themselves, when they need to make amends.

In the first part of this contribution, the author shows that Compliance Obligation reproduces the mechanism of a Tax Law which, for large companies, is embroiled in a process of increasing Globalisation. It enables Governments to aspire to the "Monumental Goals" of combating tax optimisation and impoverishing governments, victims of the erosion of the tax base, in the face of the strategies of companies that are more powerful than they are themselves, by using this very power of firms to turn it against them. Companies become the willing or de facto allies of governments, particularly when it comes to recovering tax debts, or assist them in their stated ambition to achieve social justice.  In this way, the State "manages" Tax Law by cooperating with companies.

In the second part, the author outlines the contours of this business Compliance Obligation, which is no longer simply a matter of paying tax. Beyond this financial obligation, it is more a question of mastering Information, particularly when multinational companies are subject to specific tax reporting obligations and are required to reveal their tax strategy, presumed to be transparent and coherent within the group : this legal presumption gives rise to obligations to seek information and ensure coherence, since a single tax strategy is not self-evident in a group.

The author emphasises that companies have accepted the principles governing these new compliance obligations and are tending to transform these obligations, particularly Transparency, into a communication strategy, in line with the ESG criteria that have been developed and a desire for fruitful relations with stakeholders. Therefore the tax relations developed by major companies are being extended not only to the tax authorities, but also to NGOs, by incorporating a strong ethical dimension. This is leading to new strategies, particularly in the area of Vigilance.

The author concludes: "A n’en pas douter, l’obligation de compliance existe bel et bien en matière fiscale." ("There is no doubt that the Compliance Obligation does exist in tax matters").

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🦉This article is available in full text to those registered for Professor Marie-Anne Frison-Roche's courses

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Référence complète : Gauvain, R. et Marleix, O., Rapport d'information sur l'évaluation de l'impact de la loi n° 2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique, 2021.

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Lire le rapport. 

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► Référence complète : Association des professionnels du contentieux économique et financier (APCEF), La réparation du préjudice économique et financier par les juridictions pénales, 2019.

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Lire le rapport : 

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In principle, the very mechanism of the market is governed by freedom, the freedoms of the agents themselves - the freedom to undertake and contract - and the competitive freedom that marks the market itself, the convergence of these freedoms allowing the self-regulated functioning of The "market law", namely the massive encounter of offers and demands that generates the right price ("fair price").

► Référence complète : E. Bouretz, "L’ESMA promeut une surveillance fondée sur les risques qui devient la pierre angulaire de la surveillance des marchés financiers de l’UE", BJB, 2026, 

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🦉Cet article est accessible en texte intégral pour les personnes inscrites aux enseignements de la Professeure Marie-Anne Frison-Roche

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► Référence complète : S. Manacorda, "La dynamique des programmes de conformité des entreprises : déclin ou transfiguration du droit pénal des affaires ?", in A. Supiot (dir.), L'entreprise dans un monde sans frontières. Perspectives économiques et juridiques, coll. "Les sens du droit", Dalloz, 2015, p. 191-208.

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► Résumé de l'article : 

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🦉Cet article est accessible en texte intégral pour les personnes inscrites aux enseignements de la Professeure Marie-Anne Frison-Roche

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► Référence complète : J.-Ch. Roda, « Pouvoir économique et concurrence : le cas des Big Techs », in M. Fabre-Magnan et P. Lokiec (dir.), Les limites juridiques au pouvoir économique, Lefebvre-Dalloz, coll. « Thèmes et Commentaires – Etudes », 2026, pp.117-141.

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Une dissertation juridique suit les règles de construction et de rédaction généralement requises pour les dissertations d'une façon générale mais présente certaines spécificités.

Le présent document a pour objet de donner quelques indications. Elles ne valent pas "règles d'or", mais un étudiant qui les suit ne peut se le voir reprocher. La correction des copies tiendra compte non seulement du fait que les étudiants ne sont pas juristes, ne sont pas habitués à faire des "dissertations juridiques", mais encore prendra en considération le présent document.

The telecommunications sector was the first sector to be liberalized in Europe, not so much by political will but because technological progress had in fact already brought competition into the sector and it was better to organize it rather than to To allow competition to settle in disorder.

► Full Reference: M. Séjean, "The Compliance Obligation in the Cybersecurity Field: a web of behavioural requirements to protect the System", in M.-A. Frison-Roche (ed.), Compliance Obligation, Journal of Regulation & Compliance (JoRC) and Bruylant, "Compliance & Regulation" Serie, to be published

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📘read a general presentation of the book, Compliance Obligation, in which this article is published

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► Summary of the article (done by the Journal of Regulation & Compliance - JoRC): 

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🦉This article is available in full text to those registered for Professor Marie-Anne Frison-Roche's courses

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►Full Reference: Delalieu, G., La loi sur le devoir de vigilance des sociétés multinationales : parcours d’une loi improbable, Droit et Société, 2020/3, n°106, p.649-665.

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►English Summary of the Article (done by the Author): (Corporate Duty of Vigilance in France: The Path of an Improbable Statute). This article offers an analysis of the resistance encountered by defenders (NGOs and trade unions) of the French Law on Corporate Duty of Vigilance. These actors sought to behave as institutional entrepreneurs deploying intense advocacy and lobbying efforts to successfully have this bill tabled, examined, and ultimately passed by the French government. Considering this case, the concept of “institutional entrepreneurship” is discussed and then relativized using Machiavelli’s notion of “Fortuna,” to describe the “improbable” adoption of this statute. The results tend to put into perspective the importance that individual actors, including collective ones, can have in the explanation of institutional change, in favor of a multilevel analysis of change (micro, meso, macro).

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The State's traditional view is that it serves the general interest through its public services, either directly (by its administrations, or even by public enterprises), or by delegation (eg through the concession mechanism). Public service is generally defined in a functional way, ie through public service missions that the organization must perform, such as providing public transport or caring for the population whatever (Eg in France by the public firm the SNCF). The liberalization of those public sectors, the primary reference to the market as a means of achieving the general interest, the primary reference to competition and the play of the European Law has destroyed this intimacy between public service, general interest, public enterprise and State.

Today, in a dialectical game, the Regulation keeps this concern for public service missions in balance with the competition, in a competitive context and under the control of a Regulator. The system is more complex and challenging because it creates new difficulties, such as information asymmetry or less easy integration of long-term planning, but it is better suited to an open and globalized economy.

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► Full Reference: M.-A. Frison-Roche (ed.), Compliance et Contrat ("Compliance and Contract"), coll."Régulations & Compliance", Journal of Regulation & Compliance (JoRC) and Editions Lefebvre-Dalloz, to be published.

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📘 At the same time, a book in English, Compliance and Contracts, is published in the collection copublished by the Journal of Regulation & Compliance (JoRC) and the Editions Lefebre-Bruylant.

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🧮the book follows the cycle of colloquia organised by the Journal of Regulation & Compliance (JoRC) and its Universities partners in 2026

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📚this volume is one of a series of books devoted to Compliance in this collection.

► read the presentations of the other books:

• further books:

🕴️M.-A. Frison-Roche (ed.), 📕Le système probatoire de la Compliance, 2027

• previous books:

🕴️M.-A. Frison-Roche (ed.), 📕L'obligation de compliance 2025

🕴️M.-A. Frison-Roche & M. Boissavy (eds.), 📕Compliance et droits de la défense. Enquête interne - CJIP - CRPC, 2024

🕴️M.-A. Frison-Roche (ed.), 📕La juridictionnalisation de Compliance, 2023

🕴️M.-A. Frison-Roche (ed.), 📕Les Buts Monumentaux de la Compliance, 2022

🕴️M.-A. Frison-Roche (ed.), 📕Les outils de la Compliance, 2021

🕴️M.-A. Frison-Roche (ed.), 📕Pour une Europe de la Compliance, 2019

🕴️N. Borga, 🕴️J.-Cl. Marin and 🕴️J.-Ch. Roda (eds.), 📕Compliance : l'Entreprise, le Régulateur et le Juge, 2018

🕴️M.-A. Frison-Roche (ed.), 📕Régulation, Supervision, Compliance, 2017

🕴️M.-A. Frison-Roche (ed.), 📕Internet, espace d'interrégulation, 2016

📚see the global presentation of all the books of the collection.

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► General presentation of this book: The book, published in 2025 int the same series "Regulations & Compliance" series, demonstrates that the Obligation of Compliance—which falls upon crucial operators and those concerned with the future of systems and the present and future individuals involved in them—derives from laws and regulations, and is upheld by these operators themselves, regulators and judges. The role played by contracts is discussed therein. This book specifically examines the role that contracts play and will play in the conception, development and implementation of Compliance Law.  

This aspect is underestimated because Compliance Law is often analysed through the prism of laws and regulations designed to achieve Monumental Goals set by states and public authorities, to the realisation of which systemic economic operations contribute through compliance tools, rather than through the actors themselves. When they do act, this is referred to outside the realm of Law, generally to Ethics. However, the Contract, the binding legal instrument par excellence, will play an increasingly significant role within global and interconnected compliance systems.

In the European construction of Compliance Law, which places human beings at the heart of efforts to ensure the sustainability of systems, the Contract serves not only as the means by which the entity fulfils its legal obligations, forges relationships with stakeholders and implements the necessary innovations, but also as the means by which it exercises its autonomy to contribute to the realisation of the systemic ambitions in question. 

To describe and anticipate the practice and rules that link Compliance Law and Contracts, the book first examines how this new branch of Law, insofar as it draws on the political ideas of the Social Contract, renews Contract Law by embedding it within the strategy of economic operators, a task made all the easier for them as they have built value chains through contracts. These are ‘regulatory contracts’. This demonstrates that Public Law Contracts exemplify the incorporation by General Contract Law of the overarching perspective of compliance, normatively anchored in the Monumental Goals (Title I).

That explained, the book examines how General Contract Law interfaces with the techniques and objectives of Compliance Law. Whether through mandatory requirements, incentives or support, Compliance Law plays a role in contracts, helping to shape them in part, whether they relate to regulated or unregulated activities, with the points of contact with the principle of liberalism – and the limits to it – being determined by the courts. Conversely, however, General Contract Law contributes to Compliance Law and will do so increasingly. This applies equally to the stages of formation, execution, and sanctions, which may take the form of consolidations (Title II). 

In practical terms, the Contract itself serves as a Compliance Tol. As such, the company may choose to outsource the compliance function, which it is free to do provided it remains accountable for its performance to the legislator and the persons concerned: this is the concept of the ‘Compliance Contract’, which appears as a specific contract.  Furthermore, compliance can be incorporated into multiple contracts—contractual arrangements through which the contracting parties establish one or more obligations that will facilitate or enhance their legal obligations. In doing so, legal entities exercise their freedom, as permitted by general law, and this is also recognised by the Regulator, Supervisor and/or Judge in light of the normative Monumental Goals of Compliance Law (Title III). 

Precisely, a new field of ‘contractual compliance litigation’ is emerging. The primary topic here is to examine contractual judicial disputes in which an element of Compliance Law features in the proceedings. Indeed, a dispute concerning a claim for mandatory execution, termination or contractual liability may involve, in the claim itself or in an procedural exception or defence raised, an element of compliance law, ranging from an allegation of lack of jurisdiction to a request for the court to take into account a systemic teological norm that the contract judge should consider. Secondly, in certain emerging systemic compliance litigation, because the role of the judge is transformed and the procedure must be adapted, the contract appears as a particularly suitable tool, either as a ‘procedural framework’ through the contractualisation of the whole, or as a technique used in the strict sense, its ex ante nature allowing, in disputes concerning the future, the development of new adequate techniques (Title IV). 

► First presentation of the Table of Content  : 

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TABLE OF CONTENT 

REPORTING ON CONTRACTUAL PRACTICES WITHIN THE COMPLIANCE SYSTEM AND ENHANCING ITS EFFECTIVENESS AND HUMANITY COMPTE DES PRATIQUES CONTRACTUELLES DANS LE SYSTEME DE COMPLIANCE ET ACCROITRE L'EFFICACITE ET L'HUMANISME DE CELUI-CI  

(REPORTING ON CONTRACTUAL PRACTICES WITHIN THE COMPLIANCE SYSTEM AND ENHANCING ITS EFFECTIVENESS AND HUMANITY) 

 ♦️ sss, par 🕴️Marie-Anne Frison-Roche

TITRE I.

CONTRAT SOCIAL, DROIT DE LA COMPLIANCE ET STRATEGIE DES OPERATEURS ECONOMIQUES 

CHAPITRE I : CONTRAT SOCIAL ET DROIT DE LA COMPLIANCE 

Section 1 ♦️ Les Buts Monumentaux de la Compliance, guide d'action pour des opérateurs économiques au service d'une politique globale, par 🕴️Marie-Anne Frison-Roche

Section 2 ♦️ sss, par 🕴️René Sève

CHAPITRE II : AMBITIONS POITIQUES ET STRATEGIES D'ENTREPRISE DANS L'ORGANISATION CONTRACTUELLE DES CHAINES DE VALEUR

Section 1 ♦️ sss

Section 2 ♦️ sss, par 

CHAPITRE III : LES CONTRATS PUBLICS, PARANGONS DE L'ACCUEILS DES AMBITIONS POLITIQUES DANS LES STRATEGIES ET L'ALLIANCE DES INSTITUTIONS

Section 1 ♦️ sss

Section 2 ♦️ sss, par 

TITRE II.

LE DROIT COMMUN DES CONTRATS CONFRONTE AU DROIT DE LA COMPLIANCE

CHAPITRE I : DISTINGUER LE CONTRACTUEL DE CE QUI S'EN RAPPROCHE DANS LE SYSTEM DE COMPLIANCE 

Section 1 ♦️ La ronde des engagements et des contrats dans le droit de la compliance e, par 🕴️Marie-Anne Frison-Roche

Section 2 ♦️ sss,

CHAPITRE II : L'EMPRISE DU DROIT DE LA COMPLIANCE SUR LE DROIT COMMUN DE DES CONTRATS 

Section 1 ♦️ sss

Section 2 ♦️ sss,

CHAPITRE III : L'APPORT DU DROIT COMMUN DES CONTRATS AU DROIT DE LA COMPLIANCE

Section 1 ♦️ sss

Section 2 ♦️ sss, par 

TITRE III.

CONTRAT DE COMPLIANCE, CLAUSES DE COMPLIANCE

CHAPITRE I : LE "CONTRAT DE COMPLIANCE"

Section 1 ♦️ sss

Section 2 ♦️ sss,

CHAPITRE II : LES CLAUSES DE COMPLIANCE

Section 1 ♦️ sss

Section 2 ♦️ sss, par 

TITRE IV.

LE CONTENTIEUX CONTRACTUEL IMPLIQUANT LE DROIT DE LA COMPLIANCE 

CHAPITRE I : CE 

Section 1 ♦️ sss

Section 2 ♦️ sss,

CHAPITRE II : CE 

Section 1 ♦️ sss

Section 2 ♦️ sss, par 

​

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► Full reference: M.A. Frison-Roche, “Considérer la géographie juridique africaine pour y réussi l'obligation de vigilance" (Taking into account the legal landscape in Africa to fulfil the Vigilance Obligation), in E. Da Allada (ed.), Devoir de vigilance, quelles perspectives africaines ? (The Vigilance Duty: what African perspectives?), Lefebvre-Dalloz, “Thèmes et Commentaires” series, 2026, pp. 235–235.

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📝Read the article (in French)

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🚧read the bilingual working document on which this article is based

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🎤read the presentation of the conference  which summarised this topic

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► Summary of the article: The French ‘Vigilance’ Act of 2017 incorporated the technical provisions and the spirit of the ‘Sapin 2’ Act of 2016. They share a common ambition. They have been, and remain, a source of both controversy and fervour. At their heart lies the establishment of a “compliance obligation”, for which vigilance techniques form the “vanguard” in serving a grand ambition: to protect systems from present and future risks in order to safeguard the people involved in them.

The passion that continues to surround the Vigilance Act – which gave rise to the CS3D Directive – is not a good thing, because the law and passion are never allies. Some are passionately committed to the triumph of vigilance by forcing companies to perform miracles, whilst others are passionately committed to the destruction of all the legislation that has established the very concept of this compliance law, built upon these monumental humanist goals.

But let us recognise that in these debates on the Duty of Care, which is being legally implemented across value chains,  Africa is often cited as an example in a general discussion. It is not often considered as a distinct case in its own right. No account is taken of its strengths or its own legal mechanisms, even though value chains – particularly industrial ones – so often lead to it, both now and in the future. Through analyses of the duty of care, Africa is perceived as a place of retribution or of a new form of paternalism, and when its future is considered, prospects seem to be lacking, even though the very purpose of compliance – and therefore of due diligence – is the future. 

If we take a less confrontational view and focus more on the ‘legal geography’ of African countries and their social and inter-state structures  social and inter-state structures, we can see that concern for others – both present and future – which ultimately constitutes the Monumental Aim of Compliance Law and thus of the Duty of Vigilance – is more prevalent in Africa than it is in Europe, which is now built upon legal individualism. This concern for others is reflected in legal mechanisms akin to mediation and various legal structures that our own institutions would do well to take on board – our legislators before adopting legislation, and our judges, who could listen to them as amici curiae before always reaching a decision.

If we turn our attention to the African continent, where a segment of the value chains operates, and to the way work is organised, it becomes clear that here too, legislation and sanctions are not the whole story. Compliance techniques that make use of soft law and the contractual arrangements underpinning the chains themselves can remove the element of abstraction that is, by its very nature, inherent in general legislation. Making progress through contracts, under the scrutiny and with the support of the courts, is an approach that could prove more fruitful than well-intentioned legislation – which served as a catalyst – given the prominent role of Contract Law within OHADA.

This serves to enhance the judge’s importance. The judicialisation of compliance is also linked to the growing connection between compliance and contracts. However, it appears that not only can European judges specialising in due diligence thus rule on matters concerning Africa – a continent they can only know from a distance (though it is the lot of every judge to be an outsider) – but African and inter-state courts, notably through OHADA, can address the duty of care because value chains are constituted by contracts. By developing it not as a foreign concept to be assimilated, but as something that expresses the very heart of the law in Africa: concern for others, solidarity, and the search for compromises and solutions to ensure that the social and environmental – that is to say, human – system continues to thrive tomorrow.

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► Full Reference: M.A. Frison-Roche, "La part du gracieux dans le traitement juridictionnel de la compliance (The role of Discretionary Jurisdictio in the judicial treatment of Compliance cases)", in Mélanges Dominique d'Ambra, Liber Amicorum, Lefebvre-Dalloz, 2026, pp.175-196.

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📝read this article (in French) 

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🚧read the bilingual Working Paper, base of this article

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► English summary of this article: Based on the definition of Judicial Office, the procedural principles that derive from it and the consequent powers that judges exercise, the objet of this study is to measure the degree of discretion that exists in the judicial treatment of compliance, without direct consideration for the dispute between litigants. This part is very ignored, when it should be given top priority. Indeed, because Systems are involved in compliance cases brought before civil or commercial judges, we are seeing a development of this discretionary element in judicial fonction. Discretionary matters differ from unilateral discretionary procedures, and this discretionary element relates to what the judge examines, possibly in the context of a dispute.

The first part of this contribution therefore aims to describe the natural development of the discretionary power of the judge to deal with compliance cases brought before them. This role stems from the fact that, even when triggered by a dispute, what is submitted to the judge is a situation composed of a system, which cannot defend its interests before the civil or commercial judge in this Systemic Litigation arising from the very nature of Compliance Law and the Compliance Obligations it engenders on systemic entites. Moreover, it is the Future whose interests must be considered and protected, which the judge must do directly.

This leads to the second part of the contribution, calling for a rethinking of the procedure and the role of the Compliance Judge, so that ex gratia matters can be dealt with. The judge must therefore verify that there are no conflicts of interest between the litigants, including hidden ones, and must learn about the systems involved. The inquisitorial principle must therefore be strengthened. But at the same time, since the primary aim is not to settle a dispute but to resolve a systemic problematic situation, the judge must facilitate the movements of the parties, and the adversarial principle must also be strengthened. Must be encouraged this activation of a powerful and discretionary approach, not as an exception but as a principle fully articulated with a contentious principle, with the dispute being only a means used by the necessary parties to enable systemic compliance situations to be resolved.

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► Full reference: M.-A. Frison-Roche, "La définition juridique du Contrat de compliance (The legal definition of the compliance contract)", in Journal of Regulation & Compliance (JoRC) published by the Centre for Research on Justice and Conflict Resolution (CRJ) and the Centre for Research in Economics and Law (CRED) at Panthéon-Assas University (Paris II), Le "Contrat de compliance" (The "Compliance Contract"),  Paris II Lecture Theatre -  82 Rue Notre Dame des Champs, Paris, 12 June  2026.

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🧮view the full programme for the event

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📶view the slides (in French)

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🌐read the presentation made on LinkedIn

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🚧Read the bilingual working paper on which this conference is based

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📝This lecture will form the basis of a contribution to the book, 📕Compliance et Contrat (Compliance and Contracts), 

To be published in the 📚Regulations & Compliance series, a book co-published by the Journal of Regulation & Compliance (JoRC) and Lefebvre-Dalloz.

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► Overview of this lecture : The lecture is divided into three parts.

In the first part, the aim is to describe the reality of the “Compliance Contract”, which can be defined as the decision taken by an entity subject to a “Compliance Obligation” (most often a company, but it may also be a administrative organisation) to entrust the fulfilment of that obligation to a third party. This does not diminish the entity’s obligation to be accountable for the compliance structure, nor for its ability to produce the expected outcomes, in particular the behaviours that will contribute to achieving the Monumental Systemic Goals for which the compliance frameworks were adopted. This outsourcing is lawful; its contractual form falls under Contract Law and the principle of contractual freedom.

Even if one considers that, since the subject matter of the contract is Compliance itself, it would constitute a ‘Systemic Contract’—just as Compliance Litigation is ‘Systemic Litigation’—its fundamental nature is indeed a bilateral relationship between a client and a professional (who is often subject to professional rules and codes of conduct).

Indeed, there are legal consequences to this practice of “Compliance Contracts”, because it is the Compliance System that is thereby served: on the one hand, “regulatory clauses” will be inserted, whilst others will be removed (“deemed unwritten”). Contractual freedom remains the guiding principle, however.

In Contract Law, it would be appropriate for the contracting parties to refer to this contribution to the Monumental Goals, which constitute the  fundamental legal norm of the Compliance System, if only to guide the contract Judge who may be called upon in the event of a dispute, as the interpretation of the parties’ intentions must be carried out in a teleological manner.

In the second part, the relationship between this "Compliance Contract" and the various "Compliance Clauses" is analysed. The two should certainly not be confused, since, quite apart from these highly specific contracts through which the various compliance techniques are entrusted, in their drafting and management, to third parties, who thus become the experts, there are also clauses inserted into numerous contracts (sales, distribution, manufacturing, service, etc.), clauses which aim, amongst many other clauses serving different purposes, to incorporate compliance considerations into the contract.

But first and foremost, the Compliance Contract contains numerous clauses specific to it, which often derive from compliance system, since Compliance concretisation is the very purpose of this specific contract, et nothing else: it is therefore logical that, by way of a ‘transparency effect’, the legal Compliance Systemic requirements should be incorporated into the isolated contract.

Secondly, and more significantly, many various contracts contain clauses that provide for the triggering of a “Compliance Ccontract”. For example, when an audit clause is linked to a specific event and the provision stipulates that a contract will then be entered into with a particular expertal body or person, this will generate a Compliance Contract in a second time. The link between the two may give one of the contracting parties control over the other, notably if the expert is close to them. If the links between Compliance Contracts and Compliance Clauses are developping, this could lead to a return to vertical integration. Competition Law may be justified in looking into this. 

It appears that, once we have distinguished between Compliance Contracts and Compliance Clauses, and then linked them together, we can arrive at a Contractual Compliance Strategy that is both legitimate and effective, provided that it contributes to the achievement of the Compliance Monumental Goals set by the political and public authorities. 

Indeed, as soon as we distinguish between “conformity” – which is intended solely to compel the operator to obey all applicable regulations blindly and mechanically – and “Compliance Law”, which is legally guided by Monumental Systemic Goals, this contractual strategy becomes essential.

Part Three sets out to clarify the scope of this Compliance Contract.

The first implication concerns the Compliance System itself, of which it forms a part; the Compliance Contract having the welcome effect of increasing the operator’s contribution to the achievement of the Monumental Systemic Goals (ensuring that systems – banking, financial, transport, energy, climate, digital, etc.—do not collapse and do not crush human beings, but rather benefit the human beings who are involved in them, whether willingly or not).

To this end, the contract must enable the operator – where necessary by means of express provisions – to demonstrate its credibility in contributing to the achievement of these Monumental Goals. Reliable pathways and credible structures must be established. In the cas of technical implementation is outsourced by a Compliance Contract, this obligation to provide evidence may be undermined. To compensate for this, the Compliance Contract may itself include provisions relating to portable technical information, support available through the client's accountability mechanism, or even in the event of legal proceedings.

The second aspect concerns the contractors themselves, who adapt their intentions and are bound, above all, by this “little law” which is any contract for the parties. This perspective is surprisingly underdeveloped in practice, no doubt because in Law, when considering Compliance, reference is made to unilateral “regulations” and the vertical relationship of obedience that it engenders in the operator.  This changes with the transformation of "conformity" (which is that) in "Compliance Law" (which is based on Monumental Systemic Goals and justifies contracts).

The third aspect concerns third parties, namely the stakedholders (and competitors...). These third parties benefit from Compliance Contracts because they are integrated into the Compliance System and because of the transparency between this system and the Compliance Contracts. In fact, and more technically speaking, this specific Cgreement provides them not only with a accountable(the company, the public body, the State), but also with a contractual debtor. Stakeholders may assert rights against the latter.

However, because the contracts themselves are also enforceable against third parties, they can anticipate these relationships with third parties – not only the competitors of the entity subject to the Compliance Obligation, but also its own relationship with stakeholders, and even its relationship with public authorities. Indeed, the object (and effect) of the Compliance Contract is to produce and build up Information that is of interest to everyone. The result is a ‘treasure trove of evidence’. A key question is how, and whether, this treasure trove can remain within the circle of the contracting parties or not.

Indeed, the fourth area concerns Public Authorities. As the bodies that “uphold” the compliance system, they consider the Compliance Contract to be legitimate and one of the most effective means of ensuring that regulations are effective, efficient and properly enforced; however, they also wish to benefit from the outcome of the contract’s implementation: to access the systemic information it generates. The contracting parties do not always share this view, but the Compliance Contract is not a means of “obeying” regulations. It is the Judge who will certainly address this question of principle, which relates to the very definition of Compliance Law.

This brings us to the fifth area of application, which concerns the Courts. Indeed, a number of courts are responsible for hearing such cases: the contract courts, the competition courts, the courts overseeing the various systems whose sustainability is thus safeguarded, and the courts specialising in vigilance legal duty  (which is the cutting edge of Compliance Law). 

The issue of the “natural judge” was examined at the symposium held on 29 May 2026 on: Contractual litigation involving compliance: procedural and jurisdictional aspects. The judge hearing the contract case (civil or commercial judge) will tend to refer first and foremost to the contract. This is also why the Compliance Contract conceptor would be well advised to include provisions in its terms regarding its relationship with the Compliance System, so that it is not the authorities of that system who do so in a too much discretionary manner.

In understanding the "Compliance Contract", as Iit was emphasised in 2022, in the judge’s interpretation of the contract, the judge is required to reconcile the parties’ intentions with a teleological approach, that is to say, to establish that the parties intended to serve the purpose of the expertise thus requested and developed (for the operator and ultimately for the stakeholders and for the system itself). 

By establishing this convergence, the judge gives full effect to the Cmpliance Contract. Rather than framing the issue, as is so often done when reasoning in terms of ‘conformity’, as a conflict between contractual freedom and public policy (conformity serving a public policy that would be contrary to the contract, inferior norm in the vertical normative hiercharchy). 

It must be accepted as a fundamental principle that contractual freedom, freedom of contract and a competitive market for compliance expertise are the most effective means of developing a Compliance System that will safeguard interconnected  different systems and protect the people involved in them.

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⛏️Find out more  :

🕴🏻M.-A. Frison-Roche, 📝Compliance contract, compliance clauses, 2022

🕴🏻M.-A. Frison-Roche, ⚙️Compliance and Contracts,

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► Référence complète : E da Allada. (dir.), Devoir de vigilance. Quelles perspectives africaines ?, Lefebvre-Dalloz, coll. "Thèmes & Commentaires, 2026, sous presse.

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►Voir notamment la présentation des contributions :

► Référence complète  : Conseil constitutionnel, déc.  n°25-1184 QPC, 6 mars 2026, Conseil national des barreaux et autres

[Expérimentation d’une contribution pour la justice économique due pour chaque instance devant le tribunal des activités économiques]

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►lire la décision

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