On May 17, 2017, Directive 2017/828 of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement in listed companies was adopted.
This revision of Directive 2007/36/EC aims to change practices brought about by the 2008 financial crisis, which, by promoting short-term yields, lead to sub-optimal corporate governance and performance.
There are many legal cases and court decisions concerning the exclusion of shareholders because disputes between shareholders are frequent and the exclusion sensitive to implement practice.
While judges ensure strict compliance with the terms and conditions that govern the exclusion of shareholders, some legal tricks do enable to circumvent the inflexibility of the rules of law.
This is the case in a decision handed down on October 24, 2018 by the Cour de Cassation (French Supreme Court) in which it approved a by-laws provision that deprived the shareholder whose exclusion was contemplated of his right to participate in the decision and to cast a vote on the exclusion resolution.
In a previous article published in October 2018, we addressed the bill on business growth and transformation, known as the “PACTE Bill” in French, and commented the provisions concerning the increase of the thresholds applicable for the appointment of statutory auditors and the end of the compulsory appointment of statutory auditors in certain types of companies.
The National Assembly has passed an amendment to the Bill and adopted it in first reading. The new version of the Bill allots a new task to statutory auditors: The performance of a legal audit of small companies.
For several years, the judgments of the European Court of Justice have constantly challenged certain provisions of the French General Tax Code relating to groups’ tax consolidation system. And for a good reason: The various regimes existing within the European Union restrict the freedom of establishment and none of the reasons given by the Member States to justify such restriction is acceptable to the Advocate General of the Court.
The draft finance bill for 2019 therefore provides for several important measures to bring the French tax consolidation system into line with European Union law on a long-standing basis.
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