The draft terms of merger are not submitted to the merging company’s bondholders’ meetings. However, the general meeting of bondholders may give a mandate to the representatives of the general body of bondholders to oppose the merger under the conditions and with the effects provided for in the second and subsequent paragraphs of Article L. 236-15.
On pain of nullity, the sociétés anonymes participating in a merger are required to file a declaration with the Registrar in which they relate all the acts carried out with a view to the merger and by which they affirm that the transaction has been carried out in accordance with the laws and regulations. The Registrar shall be responsible for ensuring that the declaration complies with the provisions of this…
A company may transfer its assets and liabilities to several existing companies or to several new companies by way of a demerger. This option is open to companies in liquidation provided that the distribution of their assets between the partners has not been the subject of a start on execution. The shareholders of companies that transfer their assets in this way receive shares in the beneficiary companies and, where applicable,…
Articles L. 236-2 to L. 236-7 are applicable to demergers.
Splits carried out solely between sociétés par actions are subject to the provisions of this sub-section and to those of sub-section 1 of this section which are not contrary to them. Demergers involving the participation of sociétés par actions and sociétés à responsabilité limitée are subject to the provisions of this sub-section, with the exception of the first paragraph of Article L. 236-21, as well as those of sub-section 1…
Article L. 236-9 I is applicable to demergers carried out solely between sociétés par actions. Articles L. 236-10 and L. 236-11 are applicable to the demergers referred to in Article L. 236-20. Article L. 236-17 is applicable to sociétés anonymes participating in a demerger.
Where the division is to be carried out by contributions to new companies, each of the new companies may be formed without any contribution other than that of the divided company. In this case, and if the shares of each of the new companies are allocated to the shareholders of the company being divided in proportion to their rights in the capital of that company, the report referred to in…
The draft demerger shall be submitted to the meetings of bondholders of the company being demerged, in accordance with the provisions of 3° of I of Article L. 228-65, unless the said bondholders are offered the redemption of the securities at their request. The offer of redemption is subject to publicity, the terms of which are set by decree in the Conseil d’Etat. Where repayment is made on simple request,…
The draft demerger shall not be submitted to the bondholders’ meetings of the companies to which the assets and liabilities are transferred. However, the ordinary meeting of bondholders may give a mandate to the representatives of the general body of shareholders to oppose the demerger, under the conditions and with the effects provided for in the second to last paragraphs of Article L. 236-15.
The companies receiving the contributions resulting from the demerger are jointly and severally liable to the bondholders and non-bondholders of the demerged company, in place of the latter, without this substitution entailing novation in their regard. The maximum amount of the joint and several liability of any company involved in the demerger is limited to the value, on the date on which the demerger takes effect, of the net assets…
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is a Registered Trademark of
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182, rue de Rivoli
75001, Paris France
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Paris Bar Registration n° (Toque) C2396
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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