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Article L233-28 of the French Commercial code

Business legal entities which, although not required to do so because of their legal form or the size of the group as a whole, publish consolidated accounts, shall comply with the provisions of articles L. 233-16 and L. 233-18 to L. 233-27. In this case, when their annual accounts are certified under the conditions provided for in article L. 823-9, their consolidated accounts are consolidated under the conditions set out…

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Article L233-28-1 of the French Commercial code

I.-Any consolidating company that is not controlled by another company, within the meaning of II or III of Article L. 233-16, whose consolidated turnover at the end of two consecutive financial years exceeds the threshold mentioned in I of Article L. 232-6, draws up, publishes and makes available, at the request of the board of directors, the management board or the managers, the report relating to the tax on profits…

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Article L233-28-2 of the French Commercial code

I.-Any commercial company that is neither a micro-enterprise, within the meaning of Article L. 123-16-1, nor a small business, within the meaning of Article L. 123-16, and which is controlled, within the meaning of II or III of Article L. 233-16, by a company which does not have its registered office in a Member State of the European Union or another State party to the Agreement on the European Economic…

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Article L233-29 of the French Commercial code

A joint stock company may not own shares in another company, if the latter holds a fraction of its capital greater than 10%. Failing agreement between the companies concerned to regularise the situation, the one holding the smaller fraction of the other’s capital must dispose of its investment. If the reciprocal investments are of equal size, each of the companies must reduce its own investment so that it does not…

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Article L233-30 of the French Commercial code

If a company other than a société par actions includes among its shareholders a société par actions holding a fraction of its capital greater than 10%, it may not hold any shares issued by the latter. If it comes to hold any, it must dispose of them within the period set by decree in the Conseil d’Etat and it may not, on their account, exercise voting rights. If a company…

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Article L233-31 of the French Commercial code

Where shares or voting rights in a company are owned by one or more companies which it directly or indirectly controls, the voting rights attached to those shares or voting rights may not be exercised at the company’s general meeting. This is not taken into account when calculating the quorum.

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Article L233-32 of the French Commercial code

I. – During the period of a takeover bid for a company whose shares are admitted to trading on a regulated market, the Board of Directors or the Management Board, with the authorisation of the target company’s Supervisory Board, may take any decision the implementation of which is likely to cause the bid to fail, subject to the powers expressly granted to General Meetings within the limits of the company’s…

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Article L233-33 of the French Commercial code

I. – By way of derogation from I of Article L. 233-32, the articles of association of a company whose shares are admitted to trading on a regulated market may provide that, during a takeover bid, the measures provided for in I and II of the same Article L. 233-32 must be authorised in advance by the General Meeting and that any delegation of a measure, the implementation of which…

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Article L233-34 of the French Commercial code

Except where they result from a legislative obligation, clauses in the articles of association of a company whose shares are admitted to trading on a regulated market providing for restrictions in the articles of association on the transfer of shares in the company shall not be enforceable against the offeror of a takeover bid in respect of securities that would be tendered to it in connection with its bid.

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