The purpose of a shareholders` pact in France is generally limited to matters relating to the management and management of the company, as well as the management of shareholders` rights and obligations vis-à-vis the company and other shareholders: – issues that require a unanimous dissolution of the shareholder. There are no specific formalities that apply to such an agreement. However, it only engages contracting parties in terms of contract law. – derogatory powers in favour of investors: multiple voting rights, veto rights, declaratory rights, in addition to all the rights mentioned below. Today, in France, it is possible to ensure the control of minority shareholders over the company through a shareholders` pact (either by voting provisions or by guarantees). A shareholders` pact generally stipulates that it is binding for the purchasers of the shareholders who signed the agreement or for the holders of new shares issued by the company. In order to enhance the applicability and practical implementation of these provisions, they are often accompanied by provisions requiring the company to require, as a precondition for the issuance of new shares or the listing of a share transfer in the company`s share statements, that the new shareholder or acquirer execute a Joinder in the shareholder contract. – guarantees such as dilution clauses for certain shareholders. Shareholder agreements are widely used in France, particularly for private equity transactions. .
All the preferential rights of investors (priority dividends, multiple votes, veto rights, etc.) would then be mentioned in the company`s statutes, which make it public and enforceable vis-à-vis third parties. The shareholders` pact would limit its scope to more confidential information such as business plan or projected internal return. – Directors, shareholders and social obligations – Corporate organization (governance): board powers (certain important matters requiring board approval by decision of particular decision), composition of the board of directors (members appointed by investors, some by founders, potentially independent directors) Not all forms of companies allow such derogatory rights for the benefit of a particular shareholder.