THE ACCORDION SQUEEZE-IN MECHANISM: EQUALITY COLLAPSE AMONG ASSOCIATES IN COMMERCIAL COMPANIES.
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Abstract
The reduction of share capital can constitute an abuse of majority when the accordion plays a tune of minority rights violation. Operations involving the reduction of a company's capital to zero before a new subscription reserved for the majority shareholder occurs, provided that these decisions aim primarily to oust minority shareholders without any evidence showing that this ousting was justified by the company's social interest, are considered as a criterion for measuring majority manipulation and the resulting legal consequences, which mainly consist of the nullification of decisions deemed arbitrary against partners, as well as civil and criminal liability.
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References
Books.
-Maurice Cozian, Alain Viandier, Corporate Law, 24th edition, LexisNexis, France, 2011.
- Deen Gibirila, Company Law, 4th Edition, Manual of Law, Ellipses, France, 2012.
-Paul Le Cannu, Company Law,5th Edition, Domat Private Law, L.G.D.J, Lextenso éditions, France, 2013.
-Chiffautt Molliard, Plaidoyer pour un capital social négatif, JCP Ed, LexisNexis, France, 2003.
-Paul Didier, Commercial Law, Volume 2, 3rd Edition, Thémis Private Law, France, 1999, p. 403.
- Philippe Didier, Paul Didier, Commercial Law, Commercial Companies, Volume 02, Economica France, 2011.
- Bruno Petit, Corporate Law, 5th Edition, Lexis Nexis, France, 2010.
-Jean Marc Moulin, "Company Law," 2nd Edition, Lexis Nexis, France, 2007.
-Wajdi hatoum, The Role of Collective Interest in Protecting Commercial Companies, A Comparative Study, 1st Edition, Legal Publications by Al-Halabi, Lebanon, 2007.
-Dominique Schmidt, "The Rights of Minority Shareholders in the Public Limited Company," Preface by Mr. Jean-Marc Bischoff, vol. 14, Paris: Sirey, Dalloz, Paris 1970.
Articles.
-Julien Le Maux, Private Benefits, A Breach of Equality Among Shareholders, Finance Review, Paris 1 Panthéon-Sorbonne University, 2003, vol. 6, issue 1.
- Kalouche Altaib, Establish the Principle of Equality in Algerian Commercial Law as a Guarantee of Shareholder Rights in Joint-Stock Companies, Algerian Journal of Law and Political Science, Volume 07, Issue 02, 2022.
-Tarek Al-Bakhti, The Role of the Judiciary in Protecting Minority Shareholders within Joint-Stock Companies," Moroccan Journal of Local Administration and Development, 2013, p. 143.
Theses.
-Momath Ndiaye, Inequality Among Shareholders in Corporate Law, doctoral thesis, Sorbonne Law School, France, 2017, p. 32.
-Abdullah Khaled Al-Sufani, The Legal Existence of Commercial Companies, PhD thesis in Private Law, Volume 1: "Demolition of the Legal Existence of Commercial Companies," Volume 2: Tunis University, Faculty of Law and Political Science, Tunisia, 2000/2001.
Legal texts.
-The Commercial Code Law No. 75-59 issued on September 26, 1975.
-French Commercial CodeThe latest reform of the French Commercial Code, Ordinance 2021-1193 of September 15, 2021, issued under the authority of the Pacte Law and amending Book VI of the Commercial Code, pursues a triple objective: to transpose Directive 2019/1023 of June 20, 2019, known as the 'Restructuring and Insolvency' directive.
Webography.
-https://www.legifrance.gouv.fr/juri/id/JURITEXT000007492255 Judgment of the Commercial Chamber of the Court of Cassation, dated February 28, 2006, Legifrance. Consulted on January 25, 2024.
- https://www.dalloz.fr/documentation/Document?idCourt of Cassation, Commercial Chamber, judgment No. 19-10.693 dated March 3, 2021, consulted on 29 January 2024.
- https://www.legifrance.gouv.fr/,Court of Cassation, Commercial Chamber, May 7, 2019, No. 17-18.785, F-D consulted on 20-02-24.