Français
The judicial resolution of a share transfer restores the transferor to their status as a shareholder by operation of law, with retroactive effect from the date of the summons. It does not matter that the company has not yet re-registered the shares in the company registers: the transferor may validly seek to have the resolutions […]
Author Archives: olivier.vibert@kbestan.fr
COMMERCIAL / COMPETITION
A call for boycott by a professional association may constitute anti-competitive practice.
02
Dec
Dec
A professional association that issues recommendations to its members may become a market player and therefore be subject to competition law. When a professional body invites its members to adopt a certain behaviour towards a market player, such as a call not to work with certain databases, it may be sanctioned for anti-competitive practices. Court […]
CORPORATE
General meeting of a limited liability company: a capital increase adopted by a majority of 60% of the votes is null and void
11
Nov
Nov
For a French SARL (limited liability company) incorporated after the law of 2 August 2005, amendments to the articles of association must be decided by at least a two-thirds majority of the shares held by the partners present or represented. A clause in the articles of association setting a lower threshold (as in this case […]
CORPORATE, International
De Facto Companies and International Jurisdiction: The French Supreme Court Confirms the Jurisdiction of French Courts
22
Sep
Sep
Jurisdiction over the dissolution of companies, even when the company is a de facto company without legal personality, falls exclusively within the courts of the Member State where the company has its registered office, as determined under private international law rules. Under French law, in the absence of a statutory seat, one must identify the “real seat,” […]
COMMERCIAL / COMPETITION
Commercial Lease: Rent uncapping requires only a potential to favor the tenant’s business
19
Sep
Sep
A significant change in local commercial factors justifies setting aside rent capping as long as it is likely to have a favorable impact on the tenant’s business activity, without the need to demonstrate an actual, measurable effect on the business carried out. Court of Cassation, 3rd Civil Chamber, September 18, 2025, Appeal No. 24-13.288 The […]
CORPORATE
Dismissing a director in a french SAS: statutory rules and extra-statutory personal commitments of the partners
25
Jul
Jul
The Court of Cassation has clarified in two rulings the limits and links between statutory provisions and extra-statutory commitments regarding the dismissal of directors in french SAS companies. In SAS companies, the articles of association cannot be circumvented – but the partners may enter into additional commitments outside the articles of association and outside […]