Legislative part

Bondholders of the same issue are grouped by operation of law, for the defence of their common interests, into a masse which enjoys civil personality. However, in the case of successive bond issues, the company may, where a clause in each issue contract so provides, group bondholders with identical rights into a single masse.

Decisions by the bondholders as a body are taken at a general meeting. However, these decisions may also be taken following a written consultation, including by electronic means, if the contract of issue so provides and in accordance with the timeframe and form defined therein.

The estate shall be represented by one or more agents appointed in accordance with Articles L. 228-50 and L. 228-51.

The mandate of representative of the general body may only be entrusted to persons who are nationals of a Member State of the European Union or domiciled in a Member State of the European Union, as well as to associations and companies having their registered office there.

The following may not be chosen as representatives of the general body of creditors: 1° The debtor company; 2° Companies owning at least one tenth of the capital of the debtor company or of which the latter owns at least one tenth of the capital; 3° Companies guaranteeing all or part of the commitments of the debtor company; 4° The managers, directors, members of the management board, supervisory board, general…

In urgent cases, representatives of the group may be appointed by court order at the request of any interested party.

The representatives of the masse shall be designated in the contract of issue or by the general meeting of bondholders or, failing that, by court decision, at the request of any interested party. When the bonds are offered to the public, the first representatives of the group are designated in the contract of issue. This designation is not mandatory for the public offers mentioned in 1° and 2° of Article…

The representatives of the masse may be relieved of their duties by the general meeting of bondholders.

The representatives of the masse have, unless restricted by the general meeting of bondholders, the power to carry out on behalf of the masse all acts of management to defend the common interests of the bondholders. This power may be delegated by the representatives of the masse to a third party in compliance with the provisions of articles L. 228-49, L. 228-62 and L. 228-63.

The representatives of the general body of bondholders, duly authorised by the general meeting of bondholders, shall have sole authority to bring, on behalf of the latter, actions for the nullity of the company or of acts and deliberations subsequent to its incorporation, as well as all other legal actions for the purpose of defending the common interests of the bondholders, and in particular to request the measure provided for…