All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Within a market undertaking, the members of the board of directors, the supervisory board, and the management board, the chief executive officer and the deputy chief executive officers, as well as any other person or member of a corporate body performing equivalent functions and all persons who effectively manage the undertaking , must possess the required integrity and have the knowledge, skills, …

Requirment of good character

Within a market undertaking, the members of the board of directors, the supervisory board, and the management board, the chief executive officer and the deputy chief executive officers, as well as any other person or member of a corporate body performing equivalent functions and all persons who effectively manage the undertaking , must possess the required integrity and have the knowledge, skills, and experience necessary to perform their duties. The composition of the corporate bodies formed by those individuals must reflect a sufficiently broad range of experiences . To this end, the market undertaking must inform the Financial Markets Authority of the identity of those persons prior to their appointment, as well as any changes concerning them .

In accordance with Article L. 421-7-1 of the Monetary and Financial Code, these individuals must meet several requirements. They must dedicate sufficient time to their duties within the market undertaking, collectively possess the knowledge, skills, and experience that enable them to understand the activities of the market undertaking, including the main risks, act with honesty, integrity, and independence of mind to effectively and critically assess, if necessary, the decisions of those accountable to them for the daily management of the market undertaking, and effectively oversee and monitor the decisions made. Furthermore, unless they represent the State, these individuals cannot simultaneously hold more than one mandate for the roles of Chief Executive Officer, Deputy Chief Executive Officer, member of the executive board, sole Chief Executive Officer, or any other person performing equivalent functions within significant market undertakings due to their size, internal organization, as well as the nature, scope, and complexity of their activities , or more than four mandates for the roles of member of the board of directors, member of the supervisory board, or any other corporate body performing equivalent functions . However, the Financial Markets Authority may authorize one of these individuals to hold an additional mandate for the roles of member of the board of directors, supervisory board, or any other corporate body performing equivalent functions . In this case, the individual concerned is required to regularly inform the European Securities and Markets Authority of these authorizations . Moreover, functions performed within the same group as defined in Article L. 233-17-2 of the Commercial Code and those performed within companies in which the market undertaking holds a qualifying holding as defined in point 36 of para. 1 of Article 4 of Regulation No 575/2013 of 26 June 2013, are considered as a single function . Finally, the limitation on the number of mandates held by these individuals does not apply to functions performed within entities that do not primarily pursue commercial objectives .

The governing bodies of a market undertaking constituted by the aforementioned persons must define and oversee the implementation of a governance framework that ensures effective and prudent management of the market undertaking, including the separation of functions within the market undertaking and the prevention of conflicts of interest, in order to promote market integrity . They must monitor the governance framework of the market undertaking, periodically assess its effectiveness, and take appropriate measures to address any shortcomings . To this end, they must have adequate access to the information and documents necessary to supervise and follow up on management decisions . Members of the administrative, management, and supervisory bodies, as well as executives, employees, and agents of market undertakings, are bound by professional secrecy .

In accordance with Article L. 421-9 of the Monetary and Financial Code, persons who are able to exercise significant influence, directly or indirectly, over the management of a regulated market must possess qualities that ensure the sound and prudent management of this market. Any person who comes to hold, directly or indirectly, alone or in concert, a fraction of the capital or voting rights of a market undertaking representing more than one-tenth, one-fifth, one-third, one-half, or two-thirds is required to inform the market undertaking. The latter transmits the information to the Financial Markets Authority and makes it public. In the event of a failure to comply with this reporting obligation, the Financial Markets Authority or any shareholder may request the judge to suspend, until the situation is regularized, the exercise of voting rights attached to the shares of the market undertaking that have not been duly declared. Furthermore, any shareholder who comes to hold direct or indirect control of a market undertaking must obtain prior authorization from the Minister of Economy on the proposal of the Financial Markets Authority, which verifies the absence of objective and demonstrable reasons to believe that such a change would risk compromising the sound and prudent management of the regulated market. Similarly, any person who holds direct or indirect control of a market undertaking and wishes to modify the interests they hold must obtain the same authorization.

Company Law (en cours)

133. Requirment of good character

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Les notions juridiques connexes

133. Requirment of good character

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise