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Company Law (en cours)

Alongside possible adjustments to the free transferability of shares, there are mechanisms that prohibit, even temporarily, the negotiation of shares by declaring them inalienable. These mechanisms can be both legal and contractual.
Legal prohibitions concern:
- the shares allocated to employees under their profit-sharing, which, pursuant to Article L. 3324-10 of the Labor Code, are negotiable onl …

Infringement on free negotiability

Alongside possible adjustments to the free transferability of shares, there are mechanisms that prohibit, even temporarily, the negotiation of shares by declaring them inalienable. These mechanisms can be both legal and contractual.

- the shares allocated to employees under their profit-sharing, which, pursuant to Article L. 3324-10 of the Labor Code, are negotiable only after a period of five years from the first day of the sixth month following the fiscal year in which the rights were acquired;

- the shares subscribed by the staff within the framework of employee shareholding, for which the board of directors or, as the case may be, the supervisory board, may decide that these shares cannot be transferred by the interested parties before the termination of their duties, or set the quantity of these shares that they are required to hold in registered form until the termination of their duties ;

- the actions of de jure or de facto corporate officers in the event of judicial reorganization or liquidation, which, pursuant to Article L. 621-19 of the Commercial Code, are transferable only under the conditions set by the court. When a unilateral promise to purchase shares has been made before the opening judgment, but the option is exercised afterward, the transfer cannot, unless authorized by the court, be carried out . Furthermore, a member of the board of directors of a public limited company constitutes a de jure officer who falls within the scope of the rules relating to the non-transferability of officers' holdings from the date of the opening judgment .

Cass. com., 20 October 2009, LawLex202100001934JBJ.

Company Law (en cours)

473. Infringement on free negotiability

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

473. Infringement on free negotiability

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

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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