Université Lille 2 Droit et Santé

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Wednesday 14 April 2021
Ecole Doctorale 74
Faculté de Droit
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59000 - Lille -France
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Viva voce examinations of PhD Thesis

Price in transfers of social shares (19-mai-08, 14:30)

14/05/2008 08:35 Age: 13 an(s)
Category: Private Law PhD, CRDP-Demogue

By: Stoclet Mathieu

This Private Law PhD thesis was realised inside the René Demogue and supervised by Christophe Jamin

Parties’ agreements as regards share prices raise two kinds of problems.  First of all, a shareholder who commits himself to sell his shares for a fixed price, regardless of the  company’s results, does not take, in many cases, any part in profits or losses. Besides, a shareholder who can sell his shares for a fixed price because one has committed to buy them, does not take any part in profits or losses either.  Therefore, those agreements can be said to be illegal, since the law requires that each shareholder takes part in profits or losses.  Second of all, parties’ agreements which aim to fix a price corresponding to the firm’s value can render the contract invalid since such a price will sometimes be said not to be determined enough for the contract to be concluded.  To avoid such difficulties, the law could be modified in a double way.  On the one hand, rules which apply to contract of sale could be set aside when the buyer intend to take an active part in the company’s functioning, under the condition that the seller knows this intention.  Many problems would then be solved, mainly the sale could not be declared null and void because the price is not determined enough.  On the other hand, a distinction could be made between proper partners, who intend to take part in the company’s functioning, and investors who do not; the latter not having to share profits or losses anymore. Thus, most commitment to buy would be valid.