French Commercial code
In forceI.-Where the plan is not approved in accordance with the provisions of article L. 626-30-2, it may be adopted by the court at the request of the debtor or the court-appointed administrator with the agreement of the debtor and be imposed on the classes that voted against the draft plan, where this plan meets the following conditions:
1° The plan complies with the conditions set out in the second to seventh paragraphs of Article L. 626-31;
>The plan has been approved by the Board of Directors.
2° The plan has been approved by:
a) A majority of the classes of affected parties entitled to vote, provided that at least one of these classes is a class of creditors holding security interests or ranks higher than the class of unsecured creditors;
b) Failing this, by at least one of the classes of affected parties authorised to vote, other than a class of equity holders or any other class which, after determining the value of the debtor as a going concern, it can reasonably be assumed would not be entitled to any payment, if the order of priority of creditors for the distribution of assets in compulsory liquidation or of the price of the sale of the business pursuant to Article L. 642-1 were applied;
3° The claims of the affected creditors of a class that voted against the plan are paid in full by identical or equivalent means where a lower-ranking class is entitled to a payment or retains a profit-sharing under the plan;
4° No class of affected parties may, under the plan, receive or retain more than the total amount of its claims or interest;
5° Where one or more classes of holders of capital have been constituted and have not approved the plan:
a) The company's workforce reaches a threshold defined by decree by the Conseil d'Etat, which may not be less than 150 employees, or its turnover is equal to or greater than a threshold defined by decree by the Conseil d'Etat, which may not be less than 20 million euros; where the debtor is a company that owns or controls another company, within the meaning of Articles L. 233-1 and L. 233-3, these thresholds are assessed at the level of all the companies concerned;
b) It may reasonably be assumed, after determining the value of the debtor as a going concern, that the holders of the capital of the dissident class or classes would not be entitled to any payment or to retain any interest if the order of priority of creditors for the distribution of the assets in compulsory liquidation or of the sale price of the business pursuant to article L. 642-1 were applied;
c) If the draft plan provides for a capital increase subscribed to by cash contributions, the shares issued are offered in preference to the shareholders, in proportion to the part of the capital represented by their shares;
> d) The plan does not provide for the distribution of the assets of the company in liquidation or for the sale price of the company in accordance with Article L. 642-1 of the Companies Code
d) The plan does not provide for the transfer of all or part of the rights of the class or classes of shareholders who have not approved the draft plan.
The court's decision constitutes approval of the changes to the shareholding or rights of the holders of capital or to the articles of association provided for in the plan. The court may appoint a court-appointed agent to take the necessary steps to implement these changes.
II.
II -At the request of the debtor or the court-appointed administrator with the agreement of the debtor, the court may decide to derogate from 3° of I, where such derogations are necessary in order to achieve the objectives of the plan and if the plan does not excessively prejudice the rights or interests of the parties affected. In particular, claims by the debtor's suppliers of goods or services, holders of capital and claims arising from the debtor's tort liability may benefit from special treatment.
