Legal privilege: France formally adopts law protecting in-house legal advice
After more than three decades of debate, stalled bills and doctrinal resistance, France has formally recognised the confidentiality of legal advice provided by in-house counsel. Parliament has definitively adopted the bill promoted by MP Jean Terlier (PICTURED LEFT) and supported by the Ministry of Justice, with key contributions from Hervé Marseille (PICTURED CENTER) and Louis Vogel (RIGHT).
The reform is widely seen by practitioners as a structural shift: one that strengthens France’s “legal sovereignty”, enhances corporate protection, and improves the country’s competitive positioning within Europe — at a time when compliance, internal investigations and legal risk management are becoming central to corporate governance.
A move towards European convergence
France’s decision reflects a broader European trend. Across the EU, Member States are increasingly acknowledging the strategic role of in-house counsel and the need to protect internal legal advice through structured, accountable confidentiality frameworks.
According to the European Company Lawyers Association (ECLA), legal privilege for in-house counsel is progressively becoming a European standard, supporting stronger corporate governance, greater legal certainty, and a more competitive Single Market.
ECLA President Stéphanie Fougou welcomed the French reform in a LinkedIn statement, praising the efforts of legal professionals, academics and policymakers who have advocated for this change for over thirty years, and encouraging all Member States to move towards harmonised rules that strengthen Europe’s legal and economic ecosystem.
How the new confidentiality regime works
From a technical standpoint, the law introduces a new Article 58-1 into the 1971 statute, granting protection to certain legal opinions drafted by in-house counsel. These are defined as personalised intellectual services providing legal analysis based on the application of legal rules.
Protection, however, is not automatic. Four cumulative conditions must be met:
- the in-house lawyer must hold a Master’s degree in law (or equivalent qualification);
- they must have received specific training in professional ethics;
- the document must clearly bear the wording “confidential – legal consultation – in-house counsel”, together with the author’s identification;
- the advice must be addressed to senior management or the governance bodies of the company, its group or subsidiaries.
Subsequent versions of the same legal advice, provided they meet the same criteria, are also covered by the protection.
Practical effects and limits
The main consequence of the new regime is that protected legal advice cannot be seized or relied upon in civil, commercial or administrative proceedings. Companies may nevertheless choose to waive confidentiality and voluntarily disclose the opinion if strategically appropriate.
The law also draws firm boundaries: confidentiality does not apply in criminal or tax matters, nor against EU authorities when exercising their investigative powers. According to Senator Louis Vogel, rapporteur of the bill, this balance should withstand constitutional scrutiny as it remains proportionate to the general interest.
Judicial oversight and procedural safeguards
Where the confidential nature of a document is disputed, the law establishes a specific procedure. Only a judicial officer may take custody of the document and place it under seal pending review. The competent judge will then decide whether the document should be included in the proceedings or returned to the company, under a tightly regulated timetable.
Transitional rules and future assessment
Transitional provisions also apply to experienced in-house lawyers who do not formally meet the new academic requirements. Those holding certain legal qualifications and with at least eight years’ experience in corporate legal functions or public administration may still benefit from the confidentiality regime.
Within three years, the French government must publish an assessment report on the impact of the reform. This evaluation will be closely followed beyond France’s borders, particularly in countries such as Italy, where the recognition of legal privilege for in-house counsel remains an open and unresolved issue.
