FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
However, it should be noted that increasing the share - holders’ commitments towards the company requires a unanimous decision of all the shareholders. In general, shareholder meetings are held physically at the registered office or any location specified in the notice of the meeting, but can also be held remotely or by written consultation if the by-laws provide for it. Under the Attractivité Act, shareholder meetings of companies listed on a regulated market are required to be broadcast live, unless technical difficulties pre - vent or severely disrupt such transmission. Further - more, these companies must ensure that a recording of the meeting is made available for later consultation and, where applicable, disclose whether the recording encompasses the entire meeting. 4.4 Shareholder Claims Executive officers and/or directors who violate appli - cable laws and regulations or the by-laws, or are oth - erwise at fault in their management, are individually or jointly liable towards the company. In this case, one or more shareholders may bring a legal action against the executive officers and directors for damages suf - fered by the company (action ut singuli). The resulting damages will be paid to the company. In addition, if the shareholders have suffered personal losses separate from those suffered by the company, executive officers and directors will also be liable to those shareholders (please refer to 3.9 Other Claims/ Enforcement Against Directors/Officers ). 4.5 Shareholders in Publicly Traded Companies Following the Transparency Directive providing for the harmonisation of transparency requirements across the European Union, French securities laws impose certain strict filing and disclosure requirements to which prospective shareholders in publicly traded companies should pay particular attention. Such reporting obligations fall primarily within the mandatory disclosure of major shareholdings. The French Commercial Code thus requires the disclo - sure within four trading days to the issuer and to the AMF of any holding of shares or voting rights of a company admitted to trading on a regulated market
when the percentage of such shares or voting rights reaches, exceeds or falls below the following thresh - olds (whether through open market purchases, negoti - ated transactions or otherwise): 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% or 95%. The AMF then publishes this information. Issuers’ by- laws may also impose additional disclosure require - ments – even below the 5% statutory threshold – for thresholds of not less than 0.5%. Upon crossing the thresholds of 10%, 15%, 20% and 25% of the capital or voting rights of a company admitted to trading on a regulated market, the relevant shareholder must also inform the company and the AMF, within five trading days, of its objectives for the following six-month period in a statement of intent ( déclaration d ’ intention ). In the event of a change in intent within the six-month period following the state - ment of intent that was originally filed, a new state - ment must be issued promptly to the company and the AMF, and made public under the same conditions. The six-month period is reset with this new statement. Companies are required to file various documents relating to their accounts for the previous financial year with the registrar of the commercial court. This filing must be made within one month of the approval of the annual accounts by the annual ordinary general meeting, or two months if the filing is made by elec - tronic means. The filing covers the following documents: • the annual accounts; • the management report, in the case of a listed company – for all other companies, the manage - ment report does not have to be filed but a copy must be made available, at the company’s regis - tered office, to any person upon request; • the auditors’ report on the annual accounts; • the proposal for the allocation of profits submit - ted to the annual general meeting and the relevant 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Legal Reporting
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