- CURRENT FRENCH LAW ABOUT THE SE
Comment of the Noelle LENOIR's report and of the new French law: forget the old schemes and let the SE go on!
- 5 jan. 2005
Senator BRANGER'S questions to the French Government: is it possible to open the french market to us companies thatnk's to the SE ?
- HOW TO MANAGE AND TO SET UP AN SE ?
University of DENMARK - ODENSE - SEE The most accurate PPT and learn how to set up an SE taking into account that the european law is not a federal one - SEE the limits when national governments are introducing "options" in the national versions of a regulation where the text does'nt contain any option!
- 8th October 2004: We did our Best !
- TO THE MOOT COURT
FRENCH SENATE 20th MAY 2003
See The congratulations of the President of the French SENATE and browse through our practical presentations: Bullet points to explain the SE.
- Dr. Jacques – Louis Colombani
Heidelberg Alte Universität
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Ladies and Gentlemen, Magnificent Rector, dear colleagues, dear students, dear friends,
First of all I have to thank our hosts for this second work session in Heidelberg.
As a gift, I am proud to introduce to you seven bright brains from my University Paris XI.
On the second hand, I managed to offer to this assembly a publication from the French "Gazette du Palais" which discloses part of the works currently pending in France on the topic of the SE.
Especially, I bring you all the Greetings from Senator BRANGER.
Those who can read French will certainly appreciate his introduction in which he emphasises the role of your university in the harmonisation of the national legislations.
In my presentation as published, I have made an express link to Christoph's works in Germany.
We consider that it is important to make the SE as efficient as possible, and that free movement of the Companies implies to consider the other legislations when drafting our national laws.
This is thanks to you!
My introduction will have four points:
1°) A general overview about the French company law;
2°) A spot about our French Directors;
3°) Some ideas about the SE in French law.
4°) My questions to your teams.
Firstly, the great majority of trading entities in France have taken the form either of a Société Anonyme (S.A.) or a Société à Responsabilité Limitée (S.A.R.L.).
Our Société par Actions simplifiée (S.A.S.) is finding favour though with a number of foreign, particularly US, or Swiss corporations which are setting up subsidiaries in France.
The current work of Mr. DUTREIL will probably lead to the adoption of a new SARL which is introduced as the equivalent "French fashioned" of the "of the shelf" companies.
French company law is at a cross road between the institutional tradition with our time honoured 2/3 SA and a contractual vision subject to which "any company is a contract".
Let me make a short point about the Three main French commercial entities: SARL, SA, and SAS:
The SARL has no Directors, with a minimum of 1 shareholder and is run by a Gérant or CEO.
This CEO can be a stock holder.
If he has the minority in the capital he has the opportunity to have the gain of an employment contract.
At the contrary, if he has the majority this possibility disappears.
- An S.A. has a minimum of seven shareholders, and three Directors. The Directors can be considered and protected (pensions, social insurance...) if they are assuming a management mission on behalf of the company.
- The S.A.S. can also be governed by a sole shareholder, but would generally have a minimum of 2 shareholders.
The adoption of the SE will facilitate business made with non European countries.
From abroad French Law is not really understood, some tricks can be easily overcome only thanks to a simple translation.
Consequently, my second point will be about our "Directeur salarié".
I beg your Particular attention to terminology, for example in legal terms the French word 'Directeur' is not a translation of 'Director' in the sense of a member of the Board of a Company, but instead 'Directeur' would usually be translated as 'Manager'.
However, a 'Director' being an individual appointed to the Board of the Company by the shareholders would normally be translated as an 'Administrateur'.
An "Administrateur" is solely an officer of the company (in French a "mandataire social") then he or she does not have a contract of employment with the Company and thus does not benefit from the French Employment Law.
The practical consequence is that an 'Administrateur' is generally able to be dismissed from his or her position without notice or compensation, although the method of dismissal should not be vexatious.
Here we are at the third point of this introduction.
Will the SE change significantly the national philosophies of the company law?
I am of the opinion that the answer to this question will be quite the same in each country, and I can bet that it will be certainly a more or less a soft NO!
Senator Branger's report will probably be communicated shortly for the purpose of a public discussion.
The first part of the report is dedicated to the common problems shared by the Member States in this process of introducing the SE into their national laws.
The second part of the report offers to the French Government both a motivation and a guideline in order to include as precisely as possible the SE into French Law.
Our "Moot Court" is part of a general thought and has to be focused not only on national issues, but also on the new European and practical strategies allowed by the SE.
The date of this event 20th May has been announced today (effective day of distribution) in the equivalent of the French law journal: "La Gazette du Palais".
And now my questions to you:
To the GERMAN team:
Your are assuming a major duty especially in playing the game so that a
debate could exist, anyway you will have to expose the steps in order to let the SE travel out of Heidelberg!
To the NORDIC team:
- Describe the management of said SE, especially regarding the companies acts
of 1973 and the putting in place of a Supervisory organ when Employees
representation is required.
This team of Nordic students may be working on the specific merger and the
drafting of a clear description of the procedures which are relevant in
their countries in order to set up an SE
To the FRENCH team:
From my opinion the interest will lay in the definition of the contractual
scope of French law and in the corporate management of the SE held between a
FRENCH investor, an AUSTRIAN and POLISH and HUNGARIAN partners who have another system of corporate governance.
To the POLISH team
To the other teams:
ITALY, BELGIUM, THE UK, HOLLAND, SPAIN....
All these countries are part of the board of organisation of the moot court and we shall offer them the opportunity to:
1° Enlighten our public about their national current laws discussed or subject to adoption.
2° Copy the example of Austria and emphasise the interest of the national law.
2° Expose the process that will probably be required to transfer the seat
Here we are!
First of all under Dr Teichman's supervision, you will be divided into four working sessions, on the second hand the day will be dedicated to the holding.
Part 1: Organisation of the groups.
Part 2. Ten Key points to set up a holding