Chapter V: Public limited companies.

The founders of the company to whom the nullity is attributable and the directors in office at the time when it was incurred may be declared jointly and severally liable for the damage resulting for the shareholders or for third parties from the nullity of the company. The same joint and several liability may be pronounced against those shareholders whose contributions or benefits have not been verified and approved.

A liability action based on the cancellation of the company shall lapse under the conditions set out in the first paragraph of article L. 235-13.

Directors and the Chief Executive Officer shall be liable individually or jointly and severally, as the case may be, to the company or to third parties, either for infringements of the legislative or regulatory provisions applicable to public limited companies, or for breaches of the Articles of Association, or for misconduct in their management. If several directors or several directors and the Chief Executive Officer have cooperated in the same…

In addition to the action for compensation for the loss suffered personally, shareholders may, either individually or by grouping together under the conditions laid down by decree of the Conseil d’Etat, bring a corporate action for liability against the directors or the managing director. The plaintiffs are entitled to pursue compensation for the entire loss suffered by the company, to which, where appropriate, damages are awarded.

Any clause in the Articles of Association which has the effect of making the exercise of corporate action subject to the prior opinion or authorisation of the General Meeting, or which entails in advance a waiver of the exercise of such action, shall be deemed to be unwritten. No decision of the General Meeting may have the effect of extinguishing an action for liability against the directors or against the…