FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
Under the annual ordinary general meeting, shareholders usually also vote on the appoint - ment or removal of board members, the appoint - ment of the statutory auditors, the related-party transactions and any decisions other than those reserved to the extraordinary general meeting of shareholders. Extraordinary General Meetings The extraordinary general meeting is competent to approve amendments to the company’s by- laws, any changes to the share capital, mergers and spin-offs and the early dissolution of the company. Shareholders’ general meetings are convened by the board or any person designated in the by- laws to do so. Notice for holding meetings must be given at least 15 days in advance in SA and SARL. However, listed companies or companies whose shares are not all held in registered form are required, at least 35 days before the meeting, to publish a notice of the meeting in the Bulletin of Mandatory Legal Announcements ( Bulletin des annonces légales obligatoires ). The notice of the meeting must contain certain mandatory information. The quorums and majorities required for the validity of meetings vary depending on the ordi - nary or extraordinary nature of the decision sub - mitted to the shareholders, the corporate form of the company and the provisions of the by-laws. In SA for instance, adopting an ordinary deci - sion requires a quorum of at least one-fifth of the voting shares on first convocation, no quorum is required on second convocation, and a simple majority of the voting shares of the shareholders present or represented.
The adoption of extraordinary decisions requires a quorum of at least a quarter of the voting shares on first convocation, one-fifth on sec - ond convocation, and a two-thirds majority of the voting shares of the shareholders present or represented. However, it should be noted that increasing the shareholders’ commitments towards the com - pany requires a unanimous decision of all the shareholders. In general, shareholder meetings are held physi - cally 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 broad - cast live, unless technical difficulties prevent or severely disrupt such transmission. Furthermore, these companies must ensure that a recording of the meeting is made available for later consulta - tion and, where applicable, disclose whether the recording encompasses the entire meeting. 5.4 Shareholder Claims Executive officers and/or directors who violate applicable laws and regulations, the by-laws or who are otherwise at fault in their management are individually or jointly liable towards the com - pany. In this case, one or more shareholders may bring a legal action against the executive officers and directors for damages suffered by the com - pany (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
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