SHAREHOLDERS' AGREEMENTS AND STATUTORY LIENS

When Ghislaine BOUILLET-CORDONNIER asked me to preface the book she is coordinating on shareholders’ agreements and statutory liens, I didn’t hesitate.

Most of this collective work is pro bono, and benefits a foundation dedicated to the free education of young people in sustainable development. The number of people trained is now impressive. Supporting such an initiative seems a natural step.

For many years, shareholders’ or partners’ agreements have been the subject of few commentaries or books.

Various articles and columns now provide interested parties with the analysis they need to determine their relationship as partners in a company.

But there’s no substitute for a book that provides an overview of all the questions that need to be asked and the answers that can be given. That’s why a number of books on the subject have been published in recent years. This second edition has wisely broadened the scope of the original work to include all associates, and not just shareholders, i.e. those who may be partners in non-trading companies, for example.

This book includes some very enlightening developments on the choices that need to be made and the risks that need to be known.

The authors, two of whom are eminent professors and recognized experts in this field, wanted to carry out an in-depth analysis to shed light on the scope of certain case law, such as the question of whether there is a hierarchy between covenants and articles of association, the conditions under which covenants can be enforced, in particular voting agreements, or how to amend a covenant by a majority rather than unanimously of the signatory parties.

However, associates may decide to supplement or organize their rights and obligations through the granting of statutory privileges, and the second part provides an enlightening description of the conditions for their creation, their regime and their possible evolution.

This global table shows everything that needs to be taken into account to define the future relationship between associates, whether in an extra-statutory agreement or a social agreement through the issuance of classes of preference shares.

The authors have endeavored to enable drafters of such contracts to incorporate the stipulations necessary to ensure the validity of their clauses, or to reinforce their enforcement. Also mentioned, in reverse order of demonstration, are the arguments that make it possible to attempt to avoid the implementation of clauses that could be considered as violating a specific right or a fundamental right.

The final section naturally includes a version of a shareholders’ agreement and the drafting of the rights conferred on preference shares. Last but not least, a QR code gives access to digitalized models of pacts and preference shares, thanks to the expertise of a lawyer who combines legal skills with digital expertise, which owners of this book will be able to benefit from.

The preface to the first edition was signed by Olivier COUSI, then President of the Paris Bar. Unfortunately, he has since passed away prematurely.

Succession is an honor.

Foreword by Didier MARTIN, Lawyer