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

Company Law (en cours)

The bondholders’ group may be represented by one or more agents appointed either under the issuance contract, by the bondholders’ general meeting, or, failing that, by a decision of the president of the Judicial Court ruling in summary proceedings, at the request of all interested parties . They may also be appointed, in cases of urgency, by decision of the president of the Judicial Court ruling i …

Principle

The bondholders’ group may be represented by one or more agents appointed either under the issuance contract, by the bondholders’ general meeting, or, failing that, by a decision of the president of the Judicial Court ruling in summary proceedings, at the request of all interested parties . They may also be appointed, in cases of urgency, by decision of the president of the Judicial Court ruling in summary proceedings at the request of any interested party . A judicial appointment of an agent responsible for representing the body in reorganization or judicial liquidation proceedings and for declaring the claim may also be requested by the judicial representative, both in the event of inaction by the representatives appointed by the bondholders  and in the absence of any appointed representative . When the bonds are offered to the public, the initial representatives of the body are appointed in the issuance contract .

Several categories of persons cannot be chosen as representatives of the body of bondholders. These include the debtor company, companies that own at least one-tenth of the capital of the debtor company or in which the debtor company owns at least one-tenth of the capital, managers, directors, members of the executive board, members of the supervisory board, chief executive officers, statutory auditors, or employees of these companies, including their ascendants, descendants, and spouses, companies guaranteeing all or part of the debtor company's commitments, as well as persons prohibited from practicing as bankers or who are disqualified from directing, administering, or managing a company in any capacity . The mandate of representative of the body of bondholders can only be entrusted to persons who are nationals of a Member State of the European Union or domiciled in a Member State of the European Union, as well as to associations and companies having their registered office there .

In accordance with Article R. 228-61 of the Commercial Code, any decision by the general meeting of bondholders regarding the appointment or replacement of the body representatives must be notified by the latter to the debtor company and brought to the attention of the bondholders, at the debtor company's initiative, within one month from the meeting's deliberation and according to the procedures provided in the issuance contract. If the issuance contract does not provide such procedures, the decision must be published in a medium authorized to receive legal announcements in the department of the debtor company's registered office and in the Bulletin des annonces légales obligatoires, if the company's bonds are admitted to trading on a regulated market or if all its bonds are not in registered form. In the event of a judicial appointment of the body representative, the order of the president of the Judicial Court must be published under the same conditions and deadlines. When the mandate of body representative is entrusted to an association or a company, the names, first names, and addresses of the persons authorized to act on behalf of the association or company must be indicated in the aforementioned notification and publication. Any interested party has the right to obtain, at the debtor company's registered office, the names and addresses of the body representatives .

Commercial Code, Art. L. 228-51, para. 1, by reference to Art. R. 228-60, para. 1.  For an application, see CA Paris, 12 May 2011, LawLex202200011344JBJ, specifying that the appointment of a representative of the body of bondholders is not mandatory and is not excluded in the case of a single bondholder.

Commercial Code, Art. L. 228-50, as referred by Art. R. 228-60, para. 1.

Commercial Code, Art. L. 228-83 and L. 228-84.

Cass. com., 2 June 2004, LawLex202100002926JBJ.

Commercial Code, Art. L. 228-51, para. 2.

Commercial Code, Art. L. 228-49. Add: in the event of a violation of this prohibition by the president, directors, general managers, managers, statutory auditors, members of the supervisory board, or employees of the debtor company or the company guaranteeing all or part of the debtor company's commitments, as well as for their ascendants, descendants, or spouses, they are subject to a fine of EUR 6,000 in accordance with Art. L. 245-12, 1° of the Commercial Code. The offense is punishable by five years of imprisonment and a fine of EUR 18,000 when it has been committed fraudulently with the intent to deprive bondholders or some of them of a portion of the rights attached to their debt securities, in accordance with Art. L. 245-15 of the Commercial Code.

Company Law (en cours)

119. Principle

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119. Principle

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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