Corporate law, minority shareholder rights, abuse of minority, capital increase, exclusion clause, shareholder exclusion, company law, corporate governance, Article 1843-4 Civil Code
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Abstract
A legal analysis of minority shareholder rights and potential abuse in corporate decision-making, including capital increases and exclusion clauses.
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[...] Minor : In this case, there is no contractual or statutory clause prohibiting the immediate reimbursement of current account advances. However, the SASU is facing financial difficulties.isres, which could justify a judicial request for a delay in repayment. Conclusion : DisIn the absence of contrary stipulations, the shareholder may at any time demand immediate repayment of his current account, unless the company demonstrates that such repayment would compromise its financial balance and, as a result, obtains a judicial delay to make the payment. [...]
[...] Minority : In theisthis, a minority shareholder holding 10% of the capital wants to ally with other shareholders representing 24% of the capital in order to block a capital increase necessary to offset the breakdown of a strategic partnership. Their opposition could prevent the company from obtaining the funds necessary for its financial sustainability.isagain Or, the jurisprudence considersisre that a minority shareholder commits an abuse of minority when his opposition to a crucial decision for the company reposes exclusively on considerationsis based exclusively on personal considerations and goes against the company's interests. In particular, opposition that compromises the continuity of the business and prevents its economic survival may bebetween qualifiedis considered abusive and may lead to sanctions. [...]
[...] com April 2022, n° 20-20.619). Minor : In the Spanishisthis, the statutory clause envisaged provides for the exclusion of a shareholder by a decision of the AGO. However, Article 1844 of the Civil Code guarantees to each associateit is the right to participate in collective decisions. Conclusion : The shareholder targeted by exclusion may not be deprived of their voting right on the decision affecting them. Any contrary provision in the articles of association would be irregular.isre and could be contested in court. C. [...]
[...] Conclusion : In the present case, if the increase in capital is objectively necessary for the proper functioning of the company and if the opposition of the minority is based solely on an internal disagreement with the management, then this opposition could bebetween qualifiedconsidered as a minority abuse. The majority shareholders could refer the matter to the judge in order to obtain a decision binding on the minority not to block the operation. [...]
[...] It is not specified whether a method of evaluating the titles has already been determined or if an expert will be appointed in case of dispute. Now, according to this article, when a forced transfer is imposed without the value of the shares being previously determined or determinable, an independent expert is appointed to set the price. This mechanism aims to ensure fair compensation for theassociis excluded and to prevent any abusive undervaluation of its social rights. Conclusion: Thus, the fixing of the price according to article 1843-4 of the Civil Code is in conformity and ensures an equitable indemnification of theassociisvincé. [...]
