French Monetary and Financial Code
In forceI. - When the managers referred to in Article L. 511-13 or Article L . 532-2(4), the board of directors, the supervisory board or any other body exercising equivalent supervisory functions of an entity subject to a resolution procedure are dismissed, the resolution college may appoint a special administrator, who may be a natural person or a legal entity, to whom all powers of administration, management and representation of this entity and all powers of the holders of equity securities referred to in Chapter II of Title I of Book II and of other ownership securities are transferred. These powers are exercised under the supervision of the collège de résolution.
The resolution college may appoint any person as special administrator, including a person registered on the list referred to in articles L. 811-2 or L. 812-2 of the French Commercial Code.
The special administrator is personally responsible for the tasks involved in carrying out his duties as administrator. Where the proper performance of his duties so requires and with the agreement of the resolution college, he may be assisted by third parties acting on his behalf and under his responsibility.
II. - Notwithstanding any provision or stipulation to the contrary, the special administrator implements the resolution measures decided by the resolution college. The latter shall define the limits of the Special Administrator's mandate and may submit certain of its decisions to the Special Administrator for prior approval.
The Special Administrator is required to submit reports on the economic situation of the entities referred to in the first paragraph of I and on the measures it has taken in the performance of its duties at a frequency determined by the College of Resolution.
III. - The term of office of the special administrator may not exceed one year, which may exceptionally be renewed if the conditions for his appointment remain fulfilled at the end of this period. The Board of Directors may at any time decide to terminate the appointment.
IV. - The remuneration of the Special Administrator is set by the Board of Directors. It shall be paid, together with the expenses incurred, by the person to whom it is appointed.
II of Article L. 612-34 applies to the remuneration and expenses incurred by the special administrator. Where payment is made under the conditions of II of Article L. 612-34, the Fonds de Garantie des Dépôts et de Résolution and the French State are subrogated to the rights of the special administrator to the extent of the sums they have paid.
In the event of the opening of safeguard, reorganisation or liquidation proceedings pursuant to Book VI of the Commercial Code, the prohibition on paying any claim arising prior to the opening judgment does not apply to the payment of the claim corresponding to the remuneration of the special administrator.
In the event of the opening or pronouncement of a judicial liquidation, the claim corresponding to the remuneration of the special administrator is paid by preferential right before all other claims, with the exception of those guaranteed by the preferential right established in articles L. 3253-2, L. 3253-4 and L. 7313-8 of the French Labour Code and the legal costs referred to in II of article L. 641-13 of the French Commercial Code. It is not subject to the reporting obligation.
