As of mid-July 2026, the Bank of France recorded 70,605 business failures over a twelve-month period, a level it still describes as high and linked to a deteriorated economic context marked by successive shocks. The CNAJMJ Observatory, which counts the openings of collective procedures, recorded a new record in 2025: 68,057 procedures, including 44,908 direct liquidations, 21,581 judicial restructurings, and 1,568 safeguard procedures. The sixth book of the French Commercial Code, since the law of March 1, 1984, and especially since the 2005 safeguard law, has been structured around anticipation. The amicable procedures, a French invention, allow negotiation with creditors before the cessation of payments, in confidentiality. Yet, direct liquidation still represents 66% of openings: two out of every three collective procedures open directly in liquidation, at a stage where the chances of maintaining the business are already very reduced. The common explanation invokes the economic climate, the repayment of state-guaranteed loans, the post-Covid catch-up. This is accurate but incomplete: it explains why businesses fall, not why they fall so late. I propose to shift the question. French law suffers less from a lack of tools than from a decision-making delay on the part of the manager, this delay that separates the appearance of the first signs of fragility from the filing of a professional or the president of the court. This delay has nothing irrational in a psychological sense. It becomes legally ruinous. The demonstration follows four steps: the snapshot of an anticipation law that arrives late (I), the existence of a gray area where economic difficulty precedes its legal recognition (II), the behavioral mechanisms that prolong it, and that the sanction law already knows without drawing the consequences (III), finally some tracks for a prevention designed from the real manager (IV). I. An anticipation law that arrives late. A gradation thought for early intervention. The sixth book organizes an increase in constraint. Upstream, the alert mechanisms: that of the auditor, that of the social and economic committee, and the summons of the manager by the president of the court when an act, a document or a procedure reveals difficulties likely to compromise the continuity of the operation. Then come the amicable and confidential procedures: the ad hoc mandate and the conciliation, open to the debtor who experiences a legal, economic or financial difficulty, proven or foreseeable, and who has not been in payment cessation for more than forty-five days. The safeguard welcomes the debtor who, without being in payment cessation, justifies difficulties he is not able to overcome. The restructuring and liquidation presuppose, however, the cessation of payments. This architecture is based on a simple idea: the earlier the law intervenes, the more the manager retains control; the later it intervenes, the more the decision slips away from him. In the ad hoc mandate, he negotiates. In safeguard, he remains in place under supervision. In liquidation, he is dispossessed. The legislator therefore placed the manager's interest on the side of precocity. The system assumes that he perceives it. The numbers say the opposite. In 2025, the CNAJMJ counts 9,101 prevention procedures for 68,057 collective procedures. So, at best, one amicable procedure for seven collective procedures. The progress is real (5,802 prevention procedures in 2019) and the share of direct liquidations has decreased from 71% to 66% since 2019. But the age gap speaks: companies enter safeguard on average at 13.2 years, in direct liquidation at 8.7 years. Judicial detection does not compensate. The commercial courts have conducted 14,306 prevention interviews in 2023, with a very heterogeneous activity according to the president's commitment: in La Roche-sur-Yon, any payment injunction exceeding 10,000 euros triggers a summons, which produces more than 150 interviews per year. The same report provides a disturbing figure: the one-year survival rate reaches 72% after an amicable procedure, against 86% after a rescheduling of tax and social debts. The court refrains from deducing an efficiency hierarchy, lacking control of selection biases. A reading nevertheless imposes itself: even the amicable procedure often arrives late, on companies already damaged. A part of French prevention seems to intervene when fragility is already installed. II. The pre-insolvency gray zone: when economic time precedes legal time. A binary criterion for a continuous process. Payment cessation is defined as the inability to meet the current liabilities with the available assets, the debtor who establishes that his credit reserves or the moratoriums granted allow him to do so not being in payment cessation. The criterion is of cash flow, instantaneous and binary. It triggers the obligation to request the opening of a procedure within forty-five days, unless a conciliation is requested within this period, and the court can delay the date up to eighteen months before the judgment. However, the degradation of a company has nothing binary. It stretches over months, sometimes years. Between the healthy company and the company in payment cessation extends a pre-insolvency gray zone: the company is legally in good standing, economically damaged. Its indicators are known to practitioners: permanent mobilized overdraft, suppliers paid later and later, customer delays that lengthen, short-term refinancing with short-term, personal contributions from the manager, dependence on a single client, and especially social contributions and VAT used as actual cash flow. The law does not completely ignore this zone. When the shareholders' equity becomes less than half the share capital, the shareholders must decide within four months of the approval of the accounts whether there is a need for premature dissolution. But this threshold organizes a deliberation, often experienced as a formality, not an access to help. In the gray zone, the law offers facilities and almost no incentive. Tax and social debts as early signals of fragility. The earliest signal is often social. The Court of Audit notes that delays in contributions constitute, due to their regular due date, the earliest indicator of a difficulty; the rate of compliance with six-month deadlines has dropped to 60% in 2023 compared to 70% in 2019. Facing about 50,000 requests for delays per month in 2023, the Urssaf have automated the proposal of payment schedules. The manager obtains a delay without speaking to anyone and without receiving information on prevention devices. The tool that relieves the cash flow can then prolong the gray zone when no diagnosis accompanies it: it offers the manager what he seeks, time, without offering him what he would need. It is precisely in this interval that the fate of the company is played out, and it is there that the manager's psychology takes over from the law. III. The behavior of the manager in triggering the prevention mechanisms. A behavioral determinants of the delay in filing. The architecture of the sixth book largely relies on the initiative of a manager capable of identifying the difficulty and mobilizing the appropriate tool. Behavioral sciences describe a different agent, whose reactions are explained without ignorance of the law. Optimism. In the classic study by Cooper, Woo and Dunkelberg, 81% of entrepreneurs estimated their chances of success at at least seven out of ten, and a third considered them certain. The trait that drives entrepreneurship is that which makes one wait: the drop in cash flow is read as a conjunctural dip, the loss of a client as an accident. The domain of losses. Prospect theory shows that the individual, risk-averse when facing gains, becomes a risk-taker when facing losses. For a manager already in loss, declaring payment cessation amounts to crystallizing a certain loss; continuing amounts to betting on a turnaround. The economic analysis of insolvency law knows this phenomenon under the name of gambling for resurrection: the bet is made with the creditors' money. The escalation of commitment. The more a decision-maker has invested in an option, the more he tends to reinvest after negative results to justify the initial decision. The manager who has just invested 400,000 euros in an expansion, while his turnover is down by 30%, does not reason about the future value of the business: he refuses that the past investment has been lost. The avoidance of information. Individuals consult their accounts less when they anticipate bad news (ostrich effect). The delay in filing accounts, which the president of the court can sanction with an injunction, is often the legal symptom. The clinic adds a dimension that behavioral economics poorly captures. In the small business, the manager is often identified with it: his name, his assets, his social status are confused. The company's difficulty can then be experienced as a narcissistic injury, where shame, which pushes to hide, overpowers guilt, which pushes to repair. This situation can mobilize defense mechanisms close to denial in the Freudian sense (Verleugnung), which Mannoni summarized in a formula: "I know well, but nevertheless." The manager may know that his due debts exceed his cash flow and act as if he did not know. The Court of Audit notes this in administrative terms: company leaders, very attached to their company, have difficulty recognizing their fragility. A nuance is necessary. This delay fulfills a function. Shepherd, Wiklund and Haynie have argued that delaying failure can reduce its emotional cost, allowing an anticipated mourning, at the cost of an increased financial cost. The manager does not wait out of stupidity: he protects himself psychologically, and it is the creditors, the employees and himself in the long run who pay the price. A law that merely condemns this delay without offering any other support for its function will remain ineffective. Detection exists, conversion fails. The public device "Weak Signals," which crosses data from the DGFiP, Urssaf and the Bank of France via machine learning to estimate a failure risk in eighteen months, precisely shows where the difficulty lies. According to the 2023 report by the Court of Audit, 61,169 companies were detected as presenting a risk, of which 33,565 were subject to a first targeting. Only 8,694 were then analyzed in CODEFI; 4,481 reports were considered valid and 3,849 companies were actually contacted. At the end of this chain, only 1,228 companies followed up and 798 requested support. These data highlight a double loss. The first is institutional: only a fraction of the companies initially detected undergo an analysis and then a contact. The second is behavioral: among the companies actually contacted, less than a third follow up. The identity of the messenger also appears to be decisive: companies did not respond in 63% of cases to requests from the DGFiP, compared to 22% when they came from the Urssaf, the Court of Audit linking this gap in particular to the fear of triggering a tax audit. The finding therefore goes beyond the mere capacity to detect. Identifying an early fragile company is not enough; it is also necessary that the signal be transformed into an effective prevention action. The device knows how to detect the risk. The legal question becomes that of the conditions in which this information can lead the manager to act. The asymmetry between the prevention law and the sanction law. The most interesting point lies in the law itself. The sanction law has already integrated the psychology of the manager in difficulty. Since the Sapin II law of December 9, 2016, liability for asset insufficiency cannot be engaged in the case of simple negligence in management. The commercial chamber has ruled that this simple negligence is not limited to the case where the manager could have ignored the payment cessation: the omission of declaring it within the legal period can be qualified as simple negligence even when the manager knew this state. Since the law of August 6, 2015, the prohibition to manage due to failure to declare within forty-five days requires an omission committed intentionally. Finally, the continuation of a deficit activity cannot be deduced from the mere increase in debts, and the prohibition to manage based on its abusive continuation requires a personal interest and an exploitation that could only lead to payment cessation. Viewed through behavioral sciences, this set draws a precise figure. These provisions and jurisprudence lead, to varying degrees, to distinguish the simple inertia or excessive hope of the manager from intentional or guided by personal interest behaviors. They thus tolerate, within certain limits, the "I know well, but nevertheless." The sanction law appears in this sense more behaviorally lucid than the prevention law. The prevention law, on the other hand, remains built for a rational agent who would come to knock on the court's door on his own. Hence an asymmetry: the law excuses the bias after the fact without addressing it in advance. It is not a matter of concluding that it is necessary to toughen the sanctions. The optimist also underestimates the probability of being sanctioned, and the fear of sanction feeds the concealment. It is a matter of shifting the lucidity that the judge has already acquired downstream to upstream. IV. The paths of adaptation of the prevention law to the decision-making behaviors of the manager. If the bottleneck is behavioral, adding a procedure will do nothing. It is necessary to work on the architecture of the decision: who speaks to the manager, what happens if he does nothing, how he represents the process, what data allow to reach him. Choosing the messenger. The gap between the DGFiP (63% non-response) and the Urssaf (22%) illustrates the messenger effect: the weight of information depends on who delivers it. The watertightness between support and tax control must therefore be guaranteed and displayed, as the Court of Audit requests. Remains the accountant, the trusted interlocutor of the manager of small businesses, who the law does not subject to any comparable alert procedure to that of the auditor. A report by the National Assembly has proposed a middle way: a formal alert addressed to the sole manager, with information on amicable procedures. The secrecy is preserved, and the closest professional becomes a trigger. Inverting the default setting. Prevention is currently opt-in: nothing happens if the manager does nothing. However, inertia is the most predictable behavior, as shown by the automatic enrollment in pension savings plans. Objective and cumulative indicators (payment delays, privileges recorded, payment injunctions, shareholders' equity less than half the capital, undeposited accounts) could automatically trigger a proposal for a confidential interview. Three levels must remain distinct: the automatic proposal, which I defend; the summons, reserved for hypotheses defined by the law, on the model of article L611-2; the opening of a procedure, which should never be automatic. The meeting would become the norm, the absence the exception. Likewise, any payment schedule granted by the Urssaf, the tax service or the financial services directors' committee should be accompanied by an orientation towards a diagnosis, as recommended by the court. The payment deadline is the moment when the manager implicitly admits the difficulty. The German law goes further. Since 2021, § 1 StaRUG requires managers of legal persons to continuously monitor developments threatening the sustainability of the entity and to take appropriate measures when they identify them. Prevention ceases to depend solely on individual lucidity to become an organizational obligation. The decree No. 2021-1193 of September 15, 2021, which transposed the (EU) 2019/1023 directive, mainly renewed the procedures; the early warning tools of article 3 of the directive deserve a behavioral re-reading. Reframing the approach. "Company in difficulty," "prevention," "summons": each word indicates failure and feeds shame. Talking about "management meeting" or "cash flow review," emphasizing confidentiality, would change the representation of the approach without touching the law. A flat-rate fee for amicable procedures for small businesses, which the court wishes to make permanent, would lift a rarely admitted obstacle. Finally, if waiting protects the manager psychologically, a psychological support offered from the first interview would offer another support for this function. Regulating algorithmic detection. The generalization of electronic invoicing, launched in September 2026, will make real-time detection possible. Three safeguards are necessary: a limited purpose to detection and prevention, as already provided for by article L135 ZM of the Tax Procedures Book; human intervention before any contact, the detection itself producing no effect; absolute isolation from creditors, because a fragility score that reaches banks or suppliers would cause the failure it claims to prevent. For individual entrepreneurs, natural persons, the GDPR applies fully: the question must be resolved before any extension of the device to small businesses. Making the Economic Activities Court the court for vulnerable companies. Since January 1, 2025, twelve Economic Activities Courts have been experimenting for four years with an extended jurisdiction to the alert, amicable, and collective procedures of almost all economic actors. After a year, the commercial judges judge the overall returns to be positive. But the evaluation planned by the decree is on the duration of the procedures, the reform rate, and the satisfaction of the parties. It does not measure the timeliness. It would be necessary to add the period between the first objective signal available at the registry (privilege, payment injunction, undeposited accounts) and the first filing with the court, the share of collective procedures preceded by a prevention interview, and a common doctrine of summons. Before any generalization, a question: should this judge only deal with failing companies, or become that of vulnerable companies. Conclusion. The French law on companies in difficulty has won the battle of tools. It has not won that of time. The 44,908 direct liquidations of 2025 do not demonstrate the inefficiency of the ad hoc mandate, conciliation or safeguard; they question the timeliness with which these mechanisms are actually mobilized. A part of this delay can be illuminated by mechanisms that behavioral sciences describe precisely and that jurisprudence already takes into account, downstream, in the assessment of the manager's behavior: optimism, risk-taking in losses, escalation of commitment, denial. The project is to transport this lucidity upstream. Choose the right messenger, make the meeting the default setting, destigmatize the approach, regulate algorithmic detection, measure the timeliness in the evaluation of economic activities courts: none of these tracks require reinventing the sixth book. The law knows how to deal with the sick company. Its next challenge is to understand why the manager so often waits until the company is sufficiently in trouble to ask for help, and to stop waiting with him.