Extract
[...] Plan (prof) Introduction I. Classic controversy with the contractual and institutional analysis of society A. The classical contractual approach - The creation of a joint venture - The theory of the Rennes School on the theory of the joint venture - The assignment of assets or joint venture - The Moral Personality - Affectio societatis: the personal aspect of the commitment of the associates (this is the commitment of the associates) - Contribution to losses B. The Institutional Approach Favorable arguments: - The Law of the Majority" - All rules of public order - The concept of institution (doctrinal definition) It is not really defined, and if, in theory, it should allow to determine the character of the regime of society, finally, it has not created a legal regime. [...]
[...] That's typical of an institution. When you sign a contract, you're free to set the rules as you want (or almost). But in a company, there are laws above all that, which impose limits. For example, the statutes of a company cannot violate certain imperative rules, such as those that protect the interests of creditors or employees. And then, there's this famous notion ofinstitution here, frankly, it's not super easy to define. The theorists suggest that the company is more than just a simple grouping of private interests. [...]
[...] Here, we are close to the contract, even if it is a unilateral decision. Then, there is the question of the contract of cooperation, a contract where the parties commit to working together, often within the framework of a company. This type of contract is part of the private law, but its effects are very similar to those of an institution. The parties, once engaged in this type of contract, are subject to obligations that extend far beyond the simple contractual relationship. [...]
[...] When we talk about a company as an institution, we're not just talking about a contract between partners. We're talking about something bigger, a sort of entity that goes beyond the individuals who make it up. It's a bit scary when you put it that way, isn't it? Well, that's the idea. First, there is the law of the majority. Once you're in a society, it's the majority that decides. Even if you're a minority partner, you have to bow to the decisions made by the majority. [...]
[...] Classic controversy: the contractual and institutional analysis of the company A. The classical approach: the company as a contract So, if we go back to the basics, it's true that the company is based on a contract. The Civil Code don't get it wrong: for there to be a company, there must be a company contract. This contract, it's like the foundation of everything: each partner makes a contribution, we launch a common project, and from there, each one has rights and duties. [...]
