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

Company Law (en cours)

Faced with the opposition or abstention of a minority partner, it is up to the company's management bodies, if they believe such behavior constitutes an abuse, to have a court appoint an ad hoc administrator, who will vote in place of the partner, to uphold, in its ballots, the collective interest of the partners and that of the company . Such a solution is particularly necessary when a shareholder's refusal to vote in favor of amending the company's corporate purpose prevents it from operating in accordance with its actual purpose .

The judge, who cannot determine the direction of the vote of the ad hoc representative he appoints , cannot instruct him to vote in favor of a specific resolution . Moreover, the ad hoc representative, appointed to represent a partner following the minority abuse attributed to him, cannot invoke professional secrecy derived from his status to refuse to report on the execution of this mandate .

Paris, 23 November 2001, LawLex202200009249JBJ; Cass. com., 9 March 1993, LawLex202200005119JBJ, holding that the judge, who cannot substitute himself for the legally competent corporate bodies to decide on the adoption of a resolution aimed at increasing capital, must appoint a representative to represent the defaulting minority shareholders at a new meeting and to vote on their behalf in accordance with decisions that align with the corporate interest but without infringing on their legitimate interest.

Cass. com., 4 February 2014, LawLex202200009319JBJ.

Cass. 3e civ., 16 December 2009, LawLex202200009320JBJ.

Cass. com., 18 November 2014, LawLex202200009401JBJ.

198. Resolution of deadlocks