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

Company Law (en cours)

The former Law 88-1201 of 23 December 1988  defined securities as instruments issued by public or private legal entities, transferable by account registration or tradition, which confer identical rights by category and provide access, directly or indirectly, to a portion of the capital of the issuing legal entity or to a general claim on its assets. Currently, transferable securities are governed  …

Definition

The former Law 88-1201 of 23 December 1988  defined securities as instruments issued by public or private legal entities, transferable by account registration or tradition, which confer identical rights by category and provide access, directly or indirectly, to a portion of the capital of the issuing legal entity or to a general claim on its assets. Currently, transferable securities are governed by specific provisions of the Commercial Code  and the Monetary and Financial Code , which more specifically concern financial instruments, including transferable securities. Article L. 228-1 of the Commercial Code defines them as financial instruments within the meaning of Article L. 211-1 of the Monetary and Financial Code that confer identical rights by category.

Without specifying what is meant by “titres financiers" (financial securities) the legislator lists the categories they encompass: equity securities issued by joint stock companies, debt securities, and shares or units of collective investment undertakings ; all equivalent instruments or rights representing a financial investment in an entity issued under foreign law . Equity securities include shares and other securities that give or may give access to capital or voting rights , also known as “composite securities,” which notably include shares or bonds with stock warrants (ABSA or OBSA), stand-alone stock warrants (BSA), bonds convertible into shares (OCA), and bonds exchangeable for shares (OEA). Debt securities each represent a claim on the legal entity or the securitization fund that issues them . According to Article L. 211-2 of the Monetary and Financial Code, financial securities, which include marketable securities, can only be issued by the State, a legal entity, a mutual fund, a real estate investment fund, a professional real estate investment fund, a specialized financing fund, or a securitization fund.

At the European level, Directive No 2009/65 of 13 July 2009  defines transferable securities in its second article as “shares in companies and other securities equivalent to shares in companies, bonds and other form of securitized debt (debt securities), and any other negotiable securities carrying the right to acquire such transferable securities by subscription or exchange”. Regarding securities issued by companies whose securities are listed or traded on a regulated market, Directive No 2014/65 of 15 May 2014  defines securities as categories of negotiable securities on the capital market, excluding payment instruments, such as shares of companies and other securities equivalent to shares of companies, partnership-type companies, or other entities, as well as certificates representing shares; bonds and other debt securities, including certificates representing such securities; and any other security giving the right to acquire or sell such securities or giving rise to a cash settlement, determined by reference to securities, a currency, an interest rate or yield, commodities, or other indices or measures .

Law No 88-1201 of 23 December 1988 relating to undertakings for collective investment in transferable securities and establishing common debt funds, Art. 1, OJ of 31 December 1988.

Commercial Code, Art. L. 228-1 to L. 228-106 and R. 228-1 to R. 228-96.

CMF (Monetary and Financial Code), Art. L. 211-2 to L. 211-34 and R. 211-1 to D. 211-15.

Directive No 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations, and administrative provisions relating to certain undertakings for collective investment in transferable securities (UCITS), OJ EU of 17 November 2009.

Directive No 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive No 2002/92/EC and Directive No 2011/61/EU, known as MiFID II, OJ EU 12 June 2014.

Company Law (en cours)

60. Definition

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Sous parties

Les notions juridiques connexes

60. Definition

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Sous parties

Les notions juridiques connexes

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