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…
As an exception to the provisions of Article L. 236-25, it may be stipulated that the companies benefiting from the demerger will only be liable for that part of the liabilities of the demerged company for which they are respectively responsible and without joint and several liability between them. In this case, the non-obligated creditors of the participating companies may oppose the demerger under the conditions and with the effects…
The company transferring part of its assets and, where applicable, part of its liabilities to one or more existing or new companies and the company or companies benefiting from the transfer may decide by mutual agreement to make the transaction subject to the provisions of Section 2 of this chapter, to the exclusion of Subsection 2 where the companies are not concerned by the latter. Where the first paragraph is…
Where the contribution referred to in article L. 236-27 is carried out between joint-stock companies, between limited liability companies or between one or more joint-stock companies and one or more limited liability companies, and that, from the time of filing with the clerk of the commercial court of the proposed contribution and until completion of the transaction, the company transferring part of its assets permanently holds all the shares representing…
The company or companies benefiting from the contributions resulting from the transaction referred to in Article L. 236-27 and the company contributing part of its assets shall be jointly and severally liable to the bondholders and non-bondholder creditors of the company contributing part of its assets, in place of the latter, without such substitution entailing novation with regard to them. The maximum amount of the joint and several liability of…
As an exception to the provisions of Article L. 236-29, it may be stipulated that the companies benefiting from the contribution will only be liable for that part of the liabilities of the company contributing a part of its assets which is borne by them respectively and without joint and several liability between them. In this case, the non-bonding creditors of the participating companies may oppose the transaction under the…
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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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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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