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Article L233-35 of the French Commercial code

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of any clause in an agreement entered into after 21 April 2004 providing for restrictions on the transfer of shares in the company are unenforceable against the offeror during a public offer period.

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Article L233-36 of the French Commercial code

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of any clause in an agreement entered into after 21 April 2004 providing for restrictions on the exercise of voting rights attached to shares in the company shall be suspended during the period of a takeover bid for the company at meetings held for the purpose of adopting…

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Article L233-37 of the French Commercial code

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of restrictions in the articles of association on the exercise of voting rights attached to shares in the company are suspended during the period of a takeover bid for the company at meetings convened for the purpose of adopting or authorising any measure likely to frustrate the bid.

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Article L233-38 of the French Commercial code

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of restrictions in the articles of association on the exercise of voting rights attached to shares in the company and the effects of any clause in an agreement entered into after 21 April 2004 providing for restrictions on the exercise of voting rights attached to shares in the…

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Article L233-39 of the French Commercial code

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the extraordinary rights of appointment or removal of directors, members of the supervisory board, members of the management board, chief executive officers, deputy chief executive officers, held by certain shareholders shall be suspended at the first general meeting following the close of the offer when the offeror, acting alone or…

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Article L233-40 of the French Commercial code

When a company decides to apply or terminate the application of the provisions set out in articles L. 233-35 à L. 233-39, it shall inform the Autorité des marchés financiers, which shall make this decision public. The terms and conditions for the application of this article are set out in the General Regulations of the Autorité des marchés financiers.

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Article L234-1 of the French Commercial code

When the statutory auditor of a public limited company, in the course of carrying out his duties, identifies facts likely to jeopardise the company’s ability to continue as a going concern, he shall inform the chairman of the board of directors or the management board in accordance with the conditions laid down by decree in the Conseil d’Etat. If there is no response within fifteen days, or if the response…

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Article L234-2 of the French Commercial code

In companies other than sociétés anonymes, the statutory auditor shall ask the manager, under conditions set by decree in the Conseil d’Etat, for explanations of the facts referred to in the first paragraph of article L. 234-1. The director must respond within fifteen days. The reply must be sent to the works council or, where there is none, to the employee representatives and, if there is one, to the supervisory…

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Article L234-3 of the French Commercial code

In commercial companies, the works council or, failing this, the employee delegates exercise the powers provided for in articles L. 422-4 and L. 432-5 of the Labour Code. The chairman of the board of directors, the management board or the managers, as the case may be, shall communicate to the statutory auditors the requests for explanations made by the works council or the staff representatives, the reports sent to the…

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