General Ordinary Assembly
|Art. L. 225-98.|
|– The ordinary general meeting takes all decisions other than those referred to in Articles L. 225-96 and L. 225-97.
It can only validly deliberate on first convocation if the shareholders present or represented own at least a quarter of the shares with voting rights. On second convocation, no quorum is required.
It rules by a majority of the votes held by the shareholders present or represented.
|ABUSE OF MAJORITY
v. (in matters of, dismissal of a SARL manager)
Whereas in ruling thus, while it had noted that the decision of dismissal had been taken in flagrant violation of the legal rules relating to the holding and the convening of the meetings of the partners and whereas a decision inspired by a vexatious intention and contrary to the social interest, characterized on the part of its authors a will to harm constituting a fault, the court of appeal violated the aforementioned text;
Cour de cassation, commercial chamber, March 13, 2001
Note under, Mme Gautier, wife Mesny against Baumgartner, n. Viandier, Alain, JCP E Semaine Juridique (company edition), n ° 23, 07/06/2001, 953-955
|DUTY OF LOYALTY
Assessment and perspective of the duty of loyalty in company law, Lathelize-Bonnemaizon, Marie, Les Petites Affiches, N ° 125, 23/06/2000, pp. 7-15
Abuse and company law, Couret, Alain, Droit et Patrimoine, n ° 83, 01/06/2000, pp. 66-72
|Capital reductionCan a capital reduction constitute an abuse of majority ?, Charvériat, Anne, Option Finance, n ° 609, 09/18/2000, p. 35-35
Note under the Paris Court of Appeal, 1st chamber H, April 3, 2001, SA Groupama Vie and others against Société La Rochette, Viandier, Alain, JCP E Semaine Juridique (corporate edition), n ° 19, 05/10/2001, pp. 804-807
Abuse of majority and determination of the amount of an issue premium; Note under Cour de cassation, commercial chamber, May 22, 2001, consorts Tari v Company operating the Château de Giscours, Lucas, François-Xavier, JCP N Semaine Juridique (notarial and real estate edition), n ° 10, 08/03 / 2002, pp. 406-407, Riassetto, Isabelle, Banque et Droit, n ° 82, 01/03/2002, pp. 47-48, Issue premium: conditions of validity, Le Nabasque, Hervé, E Monthly information bulletin of the Joly companies (BMIS), n ° 10, 01/10/2001, pp. 1003-1007
The sub-subsidiary was not abusive! According to the Paris Court of Appeal … n. under the Paris Court of Appeal, 1st Chamber G, September 19, 2001, number 1995 08845, Marret against Sa Champagne Giesler and others, Constantin, Alexis, Monthly bulletin of Joly companies (BMIS), n ° 11, 01 / 11/2001, pp. 1121-1135