Anticipate and manage shareholder relations to preserve the company’s balance
Relationships between partners or shareholders are at the core of corporate governance: shareholders’ agreements, undertakings, negotiations, and disputes. We help you prevent conflicts and secure your agreements in order to ensure the stability and long-term sustainability of your company.
Startup founders seeking to secure their governance.
Shareholders of SMEs or mid-sized companies.
Investors acquiring an equity stake.
3. Why is it important?
Flexibility: no legal formalities required, unlike amending the bylaws.
Minority protection (e.g., joint exit rights).
Majority control (e.g., inalienability clauses limited to 10 years, Art. L.227-13 French Commercial Code for SAS).
Investor security through liquidity provisions.
4. What we do for you
Drafting of tailored shareholders’ agreements.
Advice on strategic clauses (pre-emption, exclusion, non-compete).
Negotiation with investors or incoming shareholders.
Alignment with the company’s bylaws.
Put and Call Options (PUV & PUA)
Secure commitments relating to equity interests
1. What is it?
A unilateral promise is a contract under which:
The promisor undertakes to sell (unilateral promise to sell) or to purchase (unilateral promise to buy).
The beneficiary may exercise the option within a specified period.
2. Who is concerned?
Shareholders preparing for a future exit.
Investors wishing to secure an equity stake.
Groups organizing progressive transfers.
3. Why is it important?
Binding force since the 2016 Ordinance: once the option is exercised, the sale is perfected.
Maximum duration: 18 months for bilateral promises concerning real estate (Art. L.290-1 French Construction and Housing Code); for equity interests, practice also sets limited durations.
Security for investors: price, conditions, and modalities are determined in advance.
4. What we do for you
Drafting of tailored promises (sale or purchase).
Advice on timelines, conditions precedent, and warranties.
Assistance during the option exercise and effective transfer.
Tax advisory on the capital gains regime.
Negotiations
Anticipate deadlocks and reach balanced agreements
1. What is it?
Negotiations concern governance, financial rights, distribution of powers, or exit mechanisms for shareholders.
They often precede the conclusion of a shareholders’ agreement or memorandum of understanding.
2. Who is concerned?
Company founders when investors enter the capital.
Family groups seeking generational balance.
Majority and minority shareholders.
3. Why is it important?
Avoiding deadlocks: inclusion of mediation or arbitration clauses from the outset.
Securing investors: negotiation of liquidity provisions, minimum return clauses.
Preventing conflicts: clear allocation of powers (simple majority = 50% + 1 vote, qualified majority = 2/3 or 3/4 depending on the legal form).
4. What we do for you
Assistance during shareholder negotiations.
Drafting of balanced memoranda of understanding and shareholders’ agreements.
Strategic advice to avoid governance impasses.
Mediation to preserve professional relationships.
Disputes between partners or shareholders
Manage and resolve conflicts in the best interests of the company
1. What is it?
Disputes between partners or shareholders may arise in cases of:
Deadlock in corporate decision-making,
Abuse of majority or minority rights,
Conflicts of interest,
Challenges to share transfers or capital increases.
2. Who is concerned?
Minority shareholders harmed by abusive decisions.
Majority shareholders seeking to secure their decisions.
Family groups or companies facing governance crises.
3. Why is it important?
Actions for abuse of majority/minority: decisions may be annulled.
Shareholders’ right to information: access to corporate documents (Art. L.223-26 French Commercial Code for SARL).
Judicial measures: appointment of a provisional administrator, designation of a management expert.
Financial risks: paralysis of the company, loss of share value.
4. What we do for you
Preventive advice to avoid deadlocks.
Support in mediation or arbitration.
Representation before courts (abuse of majority, shareholder exclusion, liability).
Strategy for protecting shareholders’ assets.
FAQ
A shareholders’ agreement supplements the bylaws by organizing political and financial rights. It may include pre-emption clauses, inalienability clauses (maximum 10 years, Art. L.227-13 French Commercial Code), as well as tag-along and drag-along provisions.
Equity interests (SARL, SNC, SCI): transfer subject to mandatory approval.
Shares (SAS, SA): transfer generally freer, except where restricted by the bylaws or a shareholders’ agreement.
Registration duties differ: 3% for equity interests (after a €23,000 allowance), 0.1% for shares.
It is a contract under which one party undertakes to sell or purchase securities at an agreed price. The beneficiary may exercise the option within a specified period. In practice, the duration is often limited to 12 to 18 months. Exercising the option perfects the sale by operation of law.
A deadlock can paralyze the company (general meeting votes, strategic decisions).
Possible remedies:
Statutory or shareholders’ agreement clauses (arbitration, buy-or-sell, shotgun clause).
Referral to the court for the appointment of a provisional administrator.
Legal action for abuse of majority or minority rights.
SARL: amendment of the bylaws requires a two-thirds majority of the equity interests (extraordinary general meeting).
SAS: rules freely determined by the bylaws.
SA: extraordinary general meeting requires a two-thirds majority of the votes cast.
These rules determine the balance of control between minority and majority shareholders.
Shareholders may bring actions:
For abuse of majority: where a decision is contrary to the company’s interests and taken for personal benefit.
For abuse of minority: where strategic decisions are obstructed abusively.
Through derivative actions (ut universi or ut singuli): to defend the company’s interests.