L'aménagement des droits des actionnaires après l'ordonnance du 24 juin 2004

• I. A NEW SPACE OF FREEDOM CONTRACTUAL: A PRIMARILY ECONOMIC INSTALLATION A FINALITY
  
  • A. The simplification of the mode of the new issues of capital
    
    • 1. The widening of the delegations
      
      • a) End of the exclusive competence of the extraordinary general assembly
        
      • b) Methods of the widening of the delegations
        
        • (i) The delegation of powers
          
        • (ii) The delegation of power
          
        • (1) The requirement of particular resolutions
          
        • (2) Office plurality of the delegations
          
        • (3) The subdelegation with the social leaders
          
    • 2. Measurements of easing of the mode of the new issues of capital
      
      • a) New issues of capital with preferential duty of subscription
        
        • (i) Rules applicable to the preferential duty of subscription
          
        • (ii) Duration of the period of subscription
          
        • (iii) Formalities of publicity
          
      • b) New issues of capital without preferential duty of subscription
        
        • (i) The legalization of the priority period
          
        • (ii) Rules of fixing of the price
          
        • (1) Suppression of the rule of « ten among the twenties »
          
        • (2) Technique of the new issue of capital « with the wire of water »
          
        • (3) Suppression of the reference to the stockholders' equity and the expertise
          
        • (4) The fixing of the price of the new issues of capital reserved for people called or categories of identified people
          
          • (iii) The flexibility of remuneration of the contributions of titles
            
      • c) Measurements facilitating the introductions out of purse
        
        • (i) Practice of the options of surallocation
          
        • (ii) Negociability of the promises of actions
          
        • (iii) The fixing of the rules of price of the new issues of capital reserved to the employees
          
  • B. The issue of the shares preferably
    
    • 1. Contents of the actions preferably
      
      • a) Principles applicable to the actions preferably
        
        • (i) The nature of « rights » attached to the actions preferably
          
        • (ii) Requirements of form and basic attached to the actions preferably
          
      • b) The inventory of the particular rights attached to the actions preferably
        
        • (i) Particular rights of a financial nature
          
        • (1) Known rights
          
        • (2) Rights « new »
          
          • (ii) Particular rights as regards voting rights
            
        • (1) The deprivation and the suspension of the voting rights
          
        • (2) The exercise and adjustments of the voting rights
          
          • (iii) Particular rights of a political nature
            
        • (1) Right of veto
          
        • (2) Other political rights
          
          • (iv) Particular obligations
            
      • c) The particular case of the groups of companies
        
        • (i) Principles applicable to the exercise of particular rights in a third company
          
        • (ii) Particular rights being able to be exerted in a third company
          
        • (1) Particular rights of a financial nature
          
        • (2) Particular rights as regards voting rights
          
        • (2) Rights of a political nature
          
    • 2. The creation of the actions preferably
      
      • a) Ways allowing the creation of actions preferably
        
        • (i) The emission
          
        • (ii) Conversion
          
        • (iii) Distribution of dividend in the form of titles of capital
          
      • b) General rules applicable to the creation of actions preferably
        
        • (i) The competence of the extraordinary general assembly
          
        • (ii) Procedure of checking of the particular advantages
          
        • (iii) The protection of certain stockholders of credit or titles of capital
          
        • (iv) The emission within the framework of a group of companies
          
    • 3. Limits with contractual freedom
      
      • a) Limits holding with the law and order
        
        • (i) The general law and order
          
        • (ii) The protective law and order of the thirds
          
        • (iii) The law and order of the company law
          
      • b) Limits holding the interest of the recourse to the actions preferably in SAS
        
        • (i) Interest of the issue of shares preferably by SAS
          
        • (ii) Obligation of the issue of shares preferably by SAS in certain situations
          
• II. THE PROTECTION OF THE SHAREHOLDERS : NECESSARY COUNTERPART OF FREEDOM OCTROYEE
  
  • A. The protection of the shareholders at the time of creation and the disappearance of actions preferably
    
    • 1. Protective measurements at the time of the creation of actions preferably
      
      • a) Protective measurements of a general nature
        
      • b) Procedure of the particular advantages
        
    • 2. Protective measurements at the time of the disappearance of actions preferably
      
      • a) The conversion of the actions preferably
        
        • (i) Conversion in the presence of methods laid down in the statutes
          
        • (ii) Conversion in the absence of methods laid down in the statutes
          
      • b) The repurchase of the actions preferably
        
        • (i) General rules applicable to the repurchase of actions preferably
          
        • (ii) The repurchase « forced » in the companies with dimensions
          
        • (iii) The repurchase with the liking of the carrier in the companies not - dimensioned
          
  • B. The protection of the shareholders at the time of certain operations
    
    • 1. Protective measurements of the carriers of actions preferably
      
      • a) The protection of the shareholders preferably at the time of specific operations
        
        • (i) Fate of the actions preferably in the event of damping or modification of the capital
          
        • (ii) Fate of the actions preferably in the event of fusion or scission
          
      • b) Right of information of the shareholders preferably
        
    • 2. Protective measurements of the shareholders relative to the new issues of capital
      
      • a) Limits with the delegations of powers and competence
        
        • (i) Limits of a general nature
          
        • (ii) Limits related with the fixing of the issue price
          
      • b) The information of the shareholders
        
      • c) The mode of nullities
        
• GENERAL CONCLUSION
  
• BIBLIOGRAPHY
  
• INDEX
  
• (The figures return to the numbers of the paragraphs)
  
• CONTENTS