French Commercial code
In forceI.-The merger is decided by the extraordinary general meeting of each of the companies participating in the transaction.
The merger is subject, where applicable, in each of the companies participating in the transaction, to ratification by the special shareholders' meetings referred to in articles L. 225-99 and L. 228-15.
The draft terms of merger are submitted to the special meetings of holders of investment certificates acting in accordance with the rules of the general meeting of shareholders, unless the acquiring company acquires these securities at their request, in accordance with the conditions of publicity, the terms of which are set by decree in the Conseil d'Etat, and unless this acquisition has been accepted by their special meeting. Any holders of investment certificates who have not sold their securities within the period set by decree in the Conseil d'Etat shall remain holders of such securities in the acquiring company under the conditions set by the merger agreement, subject to the provisions of the last paragraph of Article L. 228-30.
Unless the shareholders of the companies participating in the merger decide otherwise under the conditions provided for in II of Article L. 236-10, the board of directors or management board of each company participating in the transaction shall draw up a written report which shall be made available to the shareholders.
The boards of directors or management boards of the companies participating in the operation shall inform their respective shareholders, before the date of the general meeting provided for in the first paragraph, of any material change in their assets and liabilities occurring between the date on which the draft terms of merger are drawn up and the date of the general meetings referred to in the same paragraph.
They shall also notify the boards of directors or management boards of the other companies participating in the transaction so that they can inform their shareholders of these changes.
The procedures for implementing this information shall be determined by decree in the Conseil d'Etat.
II.-Notwithstanding the first paragraph of I, the Extraordinary General Meeting of the acquiring company may delegate its authority to the Board of Directors or the Management Board, as the case may be, to decide on a merger by absorption for a period which it shall determine and which may not exceed twenty-six months. The Extraordinary General Meeting of the acquiring company which decides on a merger by absorption may also delegate authority to the Board of Directors or the Management Board, as the case may be, to determine the definitive terms of the draft terms of merger, for a period which it shall determine and which may not exceed five years.
When it applies for either of these delegations, the Board of Directors or the Management Board shall draw up a written report which shall be made available to the shareholders.
When the Extraordinary General Meeting makes use of one of the options provided for in the first paragraph of this II and the merger requires a capital increase, it also delegates, by a specific resolution and under the conditions provided for in articles L. 225-129 to L. 225-129-5, its power or competence to decide on the capital increase enabling the allocation of equity securities to the members of the absorbed company or companies.
When the Extraordinary General Meeting makes use of one of the options provided for in the first paragraph of this II, one or more shareholders of the acquiring company representing at least 5% of the share capital may apply to the courts, within a period set by decree in the Conseil d'Etat, for the appointment of an agent for the purpose of convening the Extraordinary General Meeting of the acquiring company to vote on the approval of the merger or the draft terms of merger.
