50 results found
AYACHE | France | 31 May 2023
Rights of minority shareholders in M&A transactions
The joint stock company is the corporate form most commonly used when setting up a company in merger and acquisition transactions. Under French law, a joint stock company is the most contractual corporate form. French law allows the shareholders of a joint stock company the freedom to set its bylaws and various terms and conditions applicable to its functioning.
AYACHE | France | 1 Mar 2023
Extendable scope of duty of loyalty imposed in M&A transactions
In merger and acquisition transactions under French law, the purchaser benefits from various legal protections. French case law, in some cases, may rely on the duty of loyalty entrusted with executives or corporate officers alongside these protections. The Supreme Court recently handed down two decisions which show the scope that this duty of loyalty has today.
AYACHE | France | 23 Jan 2023
Court reaffirms primacy of simplified joint-stock company bylaws over any other arrangements
A recent Supreme Court decision clarified and framed the contractual practice of supplementing bylaws through shareholders' agreements and, in this context, of giving primacy to shareholders' agreements over bylaws. Legal advisors should pay attention to the drafting of the bylaws of simplified joint-stock companies, as well as any other contract, agreement or deed that aims to organise......
AYACHE | France | 2 Nov 2022
Never-ending dialectic of non-compete undertakings in M&A transactions
🕑 3 minutes In M&A transactions, non-compete undertakings are usually triggered by the termination of an individual's functions within the group, often while these individuals are acting shareholders, corporate officers and/or employees. This article outlines the conditions for the validity of non-compete undertakings and a recent court case on the matter.
AYACHE | France | 14 Sep 2022
Shareholder loans: potential leverage tool for minority shareholders?
In M&A transactions where minority shareholders remain in the share capital of a company following a change of control of the target, the buyer must pay particular attention to shareholder loans. The French Court of Cassation recently confirmed that a shareholder loan is a management act that may give rise to a request for a "management expertise" procedure. This enables minority shareholders......
