Article L228-95 of the French Commercial code
November 8, 2023
Decisions taken in breach of the second paragraph of Article L. 228-92 and the third and fourth paragraphs of Article L. 228-93.
Decisions taken in breach of the second paragraph of Article L. 228-92 and the third and fourth paragraphs of Article L. 228-93.
When securities representing a claim on the issuing company are issued, including those giving the right to subscribe for or acquire a security, it may be stipulated that these securities will be redeemed only after the other creditors, excluding or including holders of equity loans and equity securities, have been paid off, notwithstanding the provisions of Article L. 228-36 of this Code and those of Articles L. 313-13 et seq….
As from the date of issue of securities giving access to the capital, the company called upon to allot these securities may not change its form or purpose, unless authorised to do so by the contract of issue or under the conditions provided for in Article L. 228-103. In addition, it may not change the rules governing the allocation of its profits, nor amortise its capital, nor create preference shares…
The company called upon to allot the equity securities or securities giving access thereto must take the measures necessary to protect the interests of the holders of the rights thus created if it decides to issue, in any form whatsoever, new equity securities with preferential subscription rights reserved for its shareholders, to distribute reserves, in cash or in kind, and share premiums or to change the allocation of its profits…
The provisions of articles L. 228-98 and L. 228-99 are applicable for as long as there are rights attached to each of the components of the securities mentioned in these articles.
If the company called upon to issue the equity securities is absorbed by another company or merges with one or more other companies to form a new company, or carries out a demerger, the holders of securities giving access to the capital shall exercise their rights in the company or companies receiving the contributions. Article L. 228-65 is not applicable, unless otherwise stipulated in the issue contract. The number of…
Unless specifically stipulated in the issue contract and excluding the case of early dissolution not resulting from a merger or demerger, the company may not require holders of securities giving access to its capital to repurchase or redeem their rights.
The holders of securities giving future access to the capital after detachment, where applicable, of the rights of the original security pursuant to this section shall be grouped ipso jure, for the defence of their common interests, in a body which shall have civil personality and shall be subject to provisions identical to those provided for, in respect of bonds, by Articles L. 228-47 to L. 228-64, L. 228-66 and…
Deliberations or stipulations made in violation of articles L. 228-98 to L. 228-101 and L. 228-103 are null and void.
Holders of securities giving access to the capital have, under the conditions laid down by decree of the Conseil d’Etat, a right of disclosure to the company issuing the securities they are entitled to receive of the corporate documents sent by the company to the shareholders or holders of investment certificates or made available to them. Where the rights to a share of the share capital are incorporated in or…
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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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