In judicial reorganization and restructuring proceedings, pressure creates temptation.
The temptation to present the most attractive plan possible.
The temptation to showcase optimism rather than risk.
The temptation to design a financial narrative that convinces even if it selectively ignores reality.
That is exactly what happened in the Marne et Finance case.
The numbers that changed everything
- Declared liabilities: €9.1 million
- Liabilities included in the repayment plan: €192,000
Management’s reasoning was straightforward:
“The remaining claims are disputed. Until a final court decision is issued, those debts do not exist for the purposes of our restructuring plan.”
The legal reality check
In its decision of December 10, 2025 (French Supreme Court, Commercial Chamber, No. 24-17.292), the Court firmly rejected this approach.
The principle is now unmistakable:
When a restructuring plan is based on the company’s accounting records whether certified by an external accountant or auditor all identifiable claims must be included.
This applies regardless of whether the claims are disputed, litigated, or subject to ongoing proceedings.
Contested claims are not optional.
They are part of the company’s risk landscape.
Why this ruling matters for CEOs, CFOs, and Boards
1. The end of “liability cherry-picking”
A restructuring plan cannot be built around selectively chosen obligations.
Courts expect a complete, sincere, and transparent representation of liabilities.
2. Accounting recognition is not legal admission
Including a disputed claim in a restructuring plan does not mean conceding its validity.
It is a prudential measure not a waiver of defense.
This distinction is critical and often misunderstood.
3. The direct path to liquidation
When a plan is structurally disconnected from the company’s actual risk exposure, courts will deem it unfeasible.
In this case, the discrepancy was so significant that it justified conversion of the proceedings into judicial liquidation.
Optimism without legal realism is not strategy it is fragility.
Key takeaway for executive leadership
A restructuring strategy cannot be reduced to a financial exercise.
This is where the legal function delivers its highest value.
Corporate legal teams are not there to validate best-case scenarios.
They are there to stress-test plans against judicial scrutiny, ensuring that restructuring efforts survive contact with reality.
Involving legal counsel early in the identification and classification of liabilities transforms compliance into enterprise protection.
Legal rigor is not an obstacle to recovery.
It is what prevents the engine from seizing before the turn is complete.
Source : https://www.legifrance.gouv.fr/juri/id/JURITEXT000053029136/
