French Monetary and Financial Code
In forceI. - Without prejudice to the European Union's legal regime on state aid, the resolution board may waive the provisions of I of Article L. 613-50-6 if their implementation is likely to compromise the achievement of the objectives of the resolution mentioned in I of Article L. 613-50.
II. - Subject to IV and Article L. 613-58-1, this transfer is not subject to compliance with any procedural requirements under the provisions applicable to companies or under Title I of Book II of this Code.
III. - Where the proposed transfer of assets, rights or obligations requires approval to be granted to the purchaser pursuant to Articles L. 511-10 or L. 532-2, the collège de résolution shall inform the collège de supervision without delay. The latter shall take a decision within a timeframe that does not compromise the implementation of the resolution measure.
IV. - Where the proposed transfer of equity securities mentioned in Chapter II of Title I of Book II or other forms of ownership results in the acquisition or increase of a qualifying holding requiring authorisation pursuant to Articles L. 511-12-1 or L. 531-6, the collège de résolution shall inform the collège de supervision without delay. The latter shall carry out the assessment required by the aforementioned articles and shall decide on the transaction as quickly as possible so as not to jeopardise the implementation of the resolution measure. Its decision is notified to the resolution college and to the proposed acquirer.
If the supervisory board has not reached a decision by the transfer date set by the resolution board, the following provisions shall apply notwithstanding Articles L. 511-12-1 or L. 531-6:
1° The transfer of the equity securities or other ownership interests to the purchaser takes place on the date set by the resolution college;
2° During the valuation period and the divestiture period provided for in 5°, the voting rights attached to the equity securities or other ownership interests acquired by the acquirer are exercised by the resolution college. The latter is not obliged to exercise these voting rights. It may not be held liable in this respect or in connection therewith;
3° During the valuation period and the divestiture period provided for in 5°, the provisions of the fourth paragraph of I of Article L. 511-12-1, the fifth paragraph of I of Article L. 531-6 and Article L. 611-2 do not apply;
4° If the transfer of equity securities or other forms of ownership is authorised, the acquirer shall have the voting rights attached thereto from the date of notification of the decision to the collège de résolution and the acquirer or from the date of the implied decision of the collège de supervision;
5° If the supervisory board objects to the transfer of capital securities or other forms of ownership to the acquirer:
a) The provisions of 2° are applicable ;
b) The resolution college may require the acquirer to dispose of the shares or other securities at the end of a divestiture period, the expiry of which it shall determine taking into account market conditions. If the shares or other securities are not sold by the deadline set, the provisions of Article L. 611-2 shall apply.
