Regulated Agreements
LexInter | March 5, 2003 | 0 Comments

Regulated Agreements

Article L225-86
(Law n ° 2001-420 of May 15, 2001 art. 111 2 ° Official Journal of May 16, 2001)
Any agreement entered into directly or through an intermediary between the company and one of the members of the management board or of the supervisory board, a shareholder with a fraction of the voting rights greater than 5% or, in the case of a shareholder company, the controlling company within the meaning of article L. 233-3, must be subject to the prior authorization of the supervisory board.
   The same applies to agreements in which one of the persons referred to in the preceding paragraph is indirectly interested.
   Agreements between the company and a company are also subject to prior authorization, if one of the members of the company’s management board or supervisory board is the owner, partner with unlimited liability, manager, director, member of the supervisory board or, generally, manager of this company. 
Article L225-87
(Law n ° 2001-420 of May 15, 2001 art. 111 7 ° Official Journal of May 16, 2001)
The provisions of Article L. 225-86 do not apply to agreements relating to current operations and concluded under normal conditions.
   However, these agreements, except when due to their purpose or their financial implications, they are not significant for any of the parties, are communicated by the interested party to the Chairman of the Supervisory Board. The list and subject are communicated by the chairman to the members of the supervisory board and to the auditors. 
Article 123 Financial Security Law
Article L225-88
(Law n ° 2001-420 of May 15, 2001 art. 111 9 ° Official Journal of May 16, 2001)
The interested party is required to inform the Supervisory Board as soon as he becomes aware of an agreement to which Article L. 225-86 is applicable. If he sits on the supervisory board, he cannot take part in the vote on the authorization requested.
   The chairman of the supervisory board advises the statutory auditors of all authorized agreements and submits them to the approval of the general meeting.
   The statutory auditors present a special report on these agreements to the general meeting, which decides on this report.
Article L225-89
(Law n ° 2001-420 of May 15, 2001 art. 111 12 ° Official Journal of May 16, 2001)
Agreements approved by the meeting, like those it disapproves, produce their effects with regard to third parties, except when they are canceled in the event of fraud.
   Even in the absence of fraud, the consequences, detrimental to society, of disapproved agreements may be the responsibility of the party concerned and, possibly, of the other members of the management board.
Article L225-90
Without prejudice to the liability of the person concerned, the agreements referred to in Article L. 225-86 and concluded without prior authorization from the Supervisory Board may be canceled if they have had harmful consequences for the company.
 The nullity action is prescribed by three years from the date of the agreement. However, if the agreement has been concealed, the starting point of the limitation period is postponed to the day on which it was revealed.
   The invalidity may be covered by a vote of the general meeting acting on the special report of the statutory auditors setting out the circumstances due to which the authorization procedure was not followed. The fourth paragraph of article L. 225-88 is applicable.
Article L225-91
On pain of nullity of the contract, members of the management board and members of the supervisory board other than legal persons are prohibited from contracting, in any form whatsoever, loans from the company, from being granted by it. an overdraft, in current account or otherwise, as well as to secure or endorse by it their commitments to third parties.
   The prohibition applies to permanent representatives of legal persons who are members of the supervisory board. It also applies to the spouses, ascendants and descendants of the persons referred to in this article, as well as to any intermediary.
   However, if the company operates a banking or financial establishment, the prohibition does not apply to the current operations of this trade concluded under normal conditions.
   The prohibition does not apply to loans granted by the company in application of the provisions of Article L. 313-1 of the Construction and Housing Code to members of the Supervisory Board elected by employees.
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