Dissertations / Theses on the topic 'Administrateurs de sociétés – Droit – France'
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Iqbal, Tauseef. "Comparative Study of Director's Duties and Liabilities in US, England, France : Guidance for Pakistan." Thesis, Toulouse 1, 2015. http://www.theses.fr/2015TOU10041.
Full textIn a globalized economy, the board of directors of large companies has assumed immense importance due to its role to steer the company in objective oriented direction. Recently the demeanour of directors remained one of the focal point in the debates of legislature and academia. This work tries to contribute to that discussion by offering some pragmatic solutions in order to regulate the conduct of directors. After making a comparative study of directors’ duties and liabilities in countries from both common and civil legal families, the study shows that a universal framework for an optimal conduct of director is possible and will yield better results. The formulation of duties would help rid of unending debate in corporate governance regarding the beneficiaries of directors’ duties. The study admits the influences of corporate law beyond legal systems and further explores the reasons thereof. The comparative methodology employed describes the laws in each country on the subject under scrutiny, identifies the similarities and differences of laws, and explain the reason for such similarities and differences. Duties of directors historically developed in three periods and were influenced by factors specific to those periods. The impact of socio-politico-economic factors is manifest in the development of company law and directors’ duties. Lately the globalization of finance and economies is also visible. To obtain an optimal conduct of director, the study identifies leading duties of directors as presently existing, with whatever nomenclature, in each jurisdiction. Three core and other subsidiary duties have been recognized. The study concludes by discovering what lessons each country can learn from comparative work and makes some recommendations for improvement in Pakistani law in the light of this experience. Pakistani law on directors’accountability lags far behind compare to advanced countries, thus the study strongly recommends certain measures, for instance the encouragement of incorporation of companies, codifications of directors duties and other ancillary matters etc
Grévain-Lemercier, Karine. "Le devoir de loyauté en droit des sociétés." Rennes 1, 2011. http://www.theses.fr/2011REN1G017.
Full textThe first part presents a review of the duty of loyalty in company law, to establish an understanding of the origins of the concept and consider its extension. The duty of loyalty, which has developed from case law, places upon directors an obligation to provide information on current negotiations to partners and not to compete with the company. The root of these two expressions of duty lies in the director's power to act in the interests of the partner or the company; by violating one of these obligations in order to favour a conflicting personal interest the director breaches this duty of loyalty. This understanding of the duty of loyalty, similar to that of fiduciary duties in common law, makes it possible to envisage an extension to those bound by the duty whenever a relationship of power and a conflict of interests can be seen to exist. It also provides a basis for imposing new obligations such as the obligation to declare conflicts of interests and not to vote in case of conflict. The second part uses a prospective approach to consider the various applications of the obligation of loyalty imposed on the director and partner. Respect for these obligations is based on two types of control. Firstly, legal control which can be provided internally by advisers and the general meeting, and externally by auditors and various experts in order to prevent disloyal decisions and actions. Secondly, courts are called upon to exercise their power in case of an action to declare null and void or accountable against a director or leading partner who has failed in his or her duty of loyalty
Redenius-Hoevermann, Julia. "La responsabilité des dirigeants dans les sociétés anonymes en droit français et droit allemand." Paris 2, 2008. http://www.theses.fr/2008PA020016.
Full textMansoor, Taher. "La situation des dirigeants des entreprises publiques : analyse et remise en cause de certaines notions acquises (France, Irak)." Montpellier 1, 1987. http://www.theses.fr/1987MON10028.
Full textThis study deals with the situation of managers of state owned enterprises, through four major thrusts. -first, the understanding and methods of management. Various theoritical inefficiences of management were observed. Concerning managerial practices, applied models, more so in french than in iraq, the managers appear incapable of responding to the internal and external environment necessities of the company. -second, the manner in which managers conceive the economic concept of the enterprise. The debate regarding the criteria of the efficient methods of the firm is often influenced by ideology. Profit is often considered the main indicator of a company's efficiency. However, profit is often handicaped by poorly organized systems and controls. Also, the structure of the enterprise must be flexible and capable of changing to meet environmental fluctuations. Controls are necessary, but they should anticipate future developments and should be as minimal as necessary of fulfil the requirements of the organization. -third, the power and responsabilities of managers of public enterprises. Where the performance of public enterprises depends on a better organization of power, on the authority and the abilities of its managers ; it is proposed that reforms be considered within a general framework, closer to the economic and social realities of the country. -finally, the clarification according to classic planning of the strategies of public enterprises, which are presently somewhat confusing. A system of management with a responsive strategy is preferable ; that is, a system which better incorporates the strategies of public enterprises and the industrial policy of the state
Rahmatyar, Nourollah. "L'activité de la société en formation." Montpellier 1, 1990. http://www.theses.fr/1990MON10027.
Full textScholastique, Estelle. "Le devoir de diligence des membres du conseil d'administration et du board of directors en droit français et en droit anglais." Paris 1, 1993. http://www.theses.fr/1993PA010294.
Full textBefore 1986, to compare french and english directors' duty of care was impossible. Traditionally, indeed, english courts refused to go into the merits of commercial decisions, when the french law provided for the directors' liability in case of error in management. Yet, english law has been amended in 1986 and, then, it can to day be compared with the french law, in the fied of directors' liability. This profitable study is not suffisant. At its end, indeed, it can be seen that if the law aims at punishing some conducts, it says nowhere what is the directors' role. So, we have try to define this role, and to list the means to do it well. Lastly, this study caused us to consider some structural changes in the board, changes broadly prompted by english and american practices, but to which we think that french companies cannot escape
Murat, Claire. "La rémunération des dirigeants de sociétés anonymes : comparaison France / Royaume-Uni / Etats-Unis." Paris 1, 2004. http://www.theses.fr/2004PA010280.
Full textKongatoua-Kossonzo, Augustin. "L'intervention des actionnaires dans le fonctionnement des sociétés anonymes." Paris 1, 1997. http://www.theses.fr/1997PA010271.
Full textShareholders meeting, the most ideal place of their intervention in the meling of organisation didn't escape to, evoluate since the law of the 24th jully 1966. This is caused by the legislator and mostly by the fact that the precedent always intervent where the law couldn't so that. Shareholders could use the rights which are theirs. This is usely done when there is a big crise bethween different social organes which cause a snag in the way which the organisation is meling. The "corporate governance", a part of anglo-saxons which is nower days present in france could also permit to adopt the reform on french law on the commercial organisations and ameliorate one more time the shareholders interventions in the management of the organisation
Nemedeu, Robert. "Le contrôle des dirigeants de la société anonyme." Université Robert Schuman (Strasbourg) (1971-2008), 2000. http://www.theses.fr/2000STR30024.
Full textThe control of the companies directors of the corporation in positive law has revealed its limit in the recent business context. One can justify its inefficiency two manners : on the one hand, it does not take sufficiently in consideration the real functioning of the corporation; on the other hand, it proves in some of its increasingly formalistic aspects, maladjusted, suspicious, perhaps exceeded. Indeed, this control aimed the thirds and shareholder protection against the all power of company director. Nevertheless, these interest are if general that this legal control obeys more a public order of direction. The pursuit of the citizen mission it has been the opposition of shareholders interest. The corporate governance fact recover rights of shareholders to the detriment of these of company director. The corporation has to be managed in the exclusive interest of these last. Recommendations of this movement are transported by funds of pension, recent actors of the stock market and speakers of companies directors. Their strong presence in the French capitalism obliges companies directors to manage in the interest of shareholders. The recession of the institutionnalisme to the profit of the contractualisme in shareholder reports-leaders makes the unanimity. Taking shareholder interest proprietors into consideration of the corporation by the company director has to be a constant. It can translate into a regular collaboration between the company director, shareholders and the commissioner to accounts, by the development of the technical debate within the council. Furthermore, one has to facilitate the profitability of the investment of the individual shareholder that is concerned only by the return on its investment. Because the finality is no longer left the alone company director master on board of the ship, but to assist it so as to get a good management of the corporation that translated into the creation of the shareholder's value
Pagnucco, Jean-Christophe. "L'action sociale ut singuli et ut universi en droit des groupements." Bordeaux 4, 2005. http://www.theses.fr/2005BOR40026.
Full textMessaï, Soraya. "La responsabilité civile des dirigeants sociaux." Paris 1, 2005. http://www.theses.fr/2005PA010271.
Full textPolidoro, Giovanna. "Le gouvernement du conseil d'administration des sociétés cotées : étude comparée du droit francais et italien des sociétés." Thesis, Paris 2, 2019. http://www.theses.fr/2019PA020038.
Full textCorporate Governance is the mechanisms and processes by which companies are controlled and directed. It provides the framework of rules for distribution of rights, roles and responsibilities within a company. The main question is about the balance of powers and measures taken to avoid and manage conflicting interests between directors and shareholders. Companies are managed by a Board of directors (BOD), appointed by the shareholders to run the company on their behalf. The BOD in turn delegates its authority to the CEO (Chef executive officer) who is responsible for the management of the company. Over the last years, corporate governance in France and Italy has been the subject of considerable revision. As in other countries, the development of corporate governance in France and Italy was initially driven by corporate collapses and financial scandals. Various international initiatives have impacted corporate governance of listed companies in both countries, including, among others, the OECD Principles of Corporate Governance and several European directives and regulations adopted on the basis of the EU action plans of 2003 and 2012 to modernize company law and enhance corporate governance in Europe. The purpose of this thesis is to describe and examine corporate governance reforms enacted by France and Italy between 1995 and 2018 relating, in particular, to the provisions of the French and Italian Corporate Governance codes recommending that the Board of Directors should endeavor to promote long-terms value creation, and to the corporate governance mechanisms ensuring greater transparency in the management of listed companies
Midy, Carole. "Pour une réhabilitation de l'article L. 182 de la loi n°85-98 du 25 janvier 1985." Paris 5, 2001. http://www.theses.fr/2001PA05D016.
Full textThe content L. 182 enclosed with the law which organize the insolvency hereby a proceeding for judicial reorganization designed to assure the preservation of the enterprise, the continuation of its activity and the use and discharge of its liabilities. The judicial reorganization is effected according to a plan ordered by a judicial decision following a period of observation. This plan provides either for the continuation of the enterprise or for its sale. If weither of these solutions appears feasible, judicial liquidation is commenced. (Law. No. 85-98 of January. 25, 1985. Art. 1). Judicial reorganization is applicable to every merchant, every artisan and every legal person of private law ( Law. No. 85-98 of January. 25, 1985. Art. 2). But the insolvency is also applicable to every person considered as the eader, managing the company in law and in fact. The insolvency’s “extension “ is applicable to the leader of the company, if he has committed one or several acts aimed at the article L. 182. This extension is possible to the leader who exercises the powers conferred upon the shareholder’s meeting. He assumes and takes responsibility for the general management of the corporation. He represents the company in its relations with third parties. In fact, during the judicial reorganization, the leader of the company can be liable for the faults he used to do in past, if he has contributed to deteriorate the company’s situation. The leader is responsible for the pecuniary and non-pecuniary less he has caused, not only by his acts, but also by his neglect or impudence. The content of the “article L. 182 “organizes the mechanics of his liability and the leader may incur in criminal and civil liabilities. If the leader has done one more unlawful acts when he was in office, the article L. 182 makes him be condamned to bear a personnal judicial reorganization, as if he was a legal person of private law. More than that, the other punishments in question can be criminal, by imprisonment and by a fine. The article L. 182 is a wealth concept, between commercial law and criminal law. It is one of a kind very attractive, which is unfairly appreciated. This is why its needs our “rehabilitation”
Pellissier, Mélody. "Droit du travail et droit des sociétés : étude d'une fragmentation disciplinaire." Electronic Thesis or Diss., Université Paris-Panthéon-Assas, 2023. http://www.theses.fr/2023ASSA0077.
Full textDistinguishing between labor law and corporate law is a habit deeply rooted in legal practitioners. The relationship between the two is often described in terms of opposition. However, the principle of reality calls for more collaboration if one wishes to ensure the protection of individuals and promote the efficiency of institutions. This cooperation has indeed almost become imperative, as these two branches of law have not been spared by two phenomena affecting all systems, especially the legal system: disciplinary fragmentation, caused in particular by the multiplication of levels of specialization, and the development of horizontal relationships between different special rights. Consequently, whether in the development of social norms or corporate law, positive influences are at work and there are permanent points of connection: the presence of employees or their representatives within corporate bodies, the transfer of employment contracts in the event of corporate transactions, the prerogatives of personnel representation bodies during a social decision, etc. The evolution of labor law and corporate law is increasingly reflecting each other. This work explores the diversity of phenomena that can emerge from the interaction between labor law and corporate law and is particularly focused on describing a possible coordination between two areas of law designed to meet sometimes divergent, but most often complementary, objectives
Ben, Hadj Mbarek Mohamed Karim. "Influence des réseaux d'administrateurs sur la stratégie de la firme : application au cadre des partenariats stratégiques." Dijon, 2005. http://www.theses.fr/2005DIJOE006.
Full textThe aim of this study is to shed some light on directors' social networks effects on their involvement in firms' strategic decision process. Using social capital theory, we propose a theoretical model which explains the link between directors' social relations and firms' strategic management, concerning partnerships decisions. Our assumptions have been tested both from a case study and an econometric analysis. We find that directors' social capital facilitates managers' access to key information on partnerships opportunities. Therefore, directors' social relations help managerial team to reach influential managers within other firms, as potential partners. Finally, these social relations ease the negotiation of partnerships agreements. Our findings show how directors' social networks can be useful to create and implement strategic opportunities. Then directors' social capital may enhance the strategic involvement of board members
Gareche, Boudjémâa. "La qualification de quelques avantages financiers accordés aux dirigeants de sociétés en droit français." Paris 13, 2009. http://www.theses.fr/2009PA131008.
Full textThe company Director’s salary is a sensitive issue which is particularly relevant for the French and the foreign law system. Indeed, the “ad nutum” revocation principle introduces precariousness in their functions since it can happen at any time without any need to provide justification or pay compensation to the dismissed company director. Then, they have started to look for a financial compensation, especially by combining their employment contract and their social mandate, in order to benefit from the protective worker’s legislation. From Anglo-Saxon basic financial system, various contemporaries financial advantages have grown along with their “classic remuneration” to address (to avoid) this vulnerability. This concern particularly the golden parachute, “retirement hat”, stock options and golden hello. These practices are the subject of agreements between companies and their leaders. The company director benefits from those advantages when he takes his position in the office, during the execution of its social mandate or when leaving the service. Different branches of law are interested by those advantages. The French case law is used to calling them either “remuneration, compensation or liberality”. Different law systems are occurred to regulate these financial benefits (transparency, taxation, performance condition) without trying to establish a single qualification. Yet, these financial benefits seem to transcend the traditional classifications existing in positive law by assuming a dual nature
Ferhaoui, Boualem. "Le dirigeant de société : statut et responsabilité. Droit français et droit algérien." Thesis, Bordeaux, 2020. http://www.theses.fr/2020BORD0093.
Full textThe law has not provided an accurate definition of the notion of a company manager. In an attempt to determine who within the company has the status of company manager, doctrine and case law have tackled the issue, and two criteria for such determination have been adopted, namely the performance of two powers of management and representation in the company. These two criteria also allow us to distinguish the concept of the company manager from a few related concepts such as the head of the company and the employer.The legislative vacuum regarding the definition of the notion of company manager excludes the existence of a true unified legal status of the company manager, whereas, on the contrary, there is a plurality of statutes due to the different treatment reserved by law for managers of companies of different corporate forms. In an attempt to assess the status of the company manager, the doctrine and case law have defined the link between the manager and the company he or she manages. Thus, the development of the status of the company manager was at the heart of an overall development in company law. Indeed, for more than a century, the company manager has been considered as the company's representative, due to the contractual analysis of the company, before being qualified as a company body, following the development of the institutionalist theory of the company. However, although these analyses enable the condition of company managers to be assessed to a large extent, they prevent an objective and unified analysis of the condition of company managers. Thus, a new concept has been developed in doctrine and endorsed by case law examines the status of the company manager on the basis of the specific nature of his or her functions, by describing the company manager as a true professional.As with the issue of the legal status of the company manager, the nature of his or her civil liability has been the subject of controversy in doctrine, sustained by case law that has not settled the issue conclusively. Indeed, while for the proponents of the director-representative theory, the civil liability of the company manager towards the company and the partners is contractual in nature, the proponents of the body theory, who deny any contractual link between the manager and the company or the partners, qualify this liability as tortious. However, the professionalization of corporate functions has led to the adoption of a typical liability regime, which considers the specific nature of the functions of the company manager. Thus, the liability of the company manager can only be referred to as professional.The specific nature of the civil liability of company manager is also apparent in his or her functions. Indeed, while conventionally civil liability has as its main objective the compensation of victims of harmful acts. The civil liability of a company manager fulfils a triple role. In the first instance, it provides compensation to victims of harmful acts committed by the company manager (the reparative function), but it also sanctions the wrongful behavior of the company manager (the repressive function), while defining in negative terms the standards of behavior to which the company manager is bound (the normative function)
Chardin, Pâquerette, and Jean-François Roux. "Les paradoxes de l'action en comblement de passif sous la loi de 1985." Paris 2, 2004. http://www.theses.fr/2004PA020047.
Full textFeyel, Olivia. "La garantie de la responsabilité civile des dirigeants sociaux." Paris 2, 2010. http://www.theses.fr/2010PA020064.
Full textCely, Rodriguez Adriana Maria. "Les fondements de la responsabilité civile des dirigeants des sociétés : étude franco-colombienne." Thesis, Paris 2, 2011. http://www.theses.fr/2011PA020039/document.
Full textWithout addressing a full comparative approach that would lead to use stricter methods for comparison, this work explains the current state of the French legal system and comments on that of the current Colombian laws. What benefit is there be to conduct a study of French law affected by Colombian law comments? The objective is purely academic. It has been done to inform the Colombian jurist on individual aspects existing in a foreign legal system which has been a guide and a base of inspiration for the Colombian nation-state since its foundation.The two nations are close on the legal dimension. The law of civil liability of corporate directors does not escape this fact. The Civil liability of officers remains based on the fault, but it has experienced some adaptations. With regard to professionals of the management of companies, the liability is increased; the range of errors has gone up.The professional is treated by the law in a manner more stringent than the common individual. The existence of professional indemnity is claimed in this study.The current system existing in both countries was also complemented by new sources, justified by globalization, such as the principles proposed by the doctrine of Anglo-Saxon corporate governance. In addition to internal sources of civil liability law, the theoretical foundations of the civil liability for corporate executives is fed by international sources, thus the stronger influence makes its marks within a global phenomenon which seeks that the trade does not stop only at the economy or finance levels, but also at the Legal
Hawari, Ahmad. "Le contrôle de la gestion au sein de la société anonyme en droit français." Thesis, Aix-Marseille, 2012. http://www.theses.fr/2012AIXM1077.
Full textThe power concentration phenomenon which is between the hands of a restricted group of leaders, the breach of link between the decisional power and the capitalist risk, have prompted the legislature to intervene to strengthen the control of the public limited companies and to allow a balance of forces and thus to prevent the excessive power practiced by management. The exercise of control by shareholders is first made possible in the chore of the shareholder's general assembly, by deliberation and voting. Yet, this exercise must subject to mandatory rules, beyond the vested interests in order to protect the social interest. Thus, controlling the smooth functioning of company requires that shareholders have the means to control the management of the company. On this point, information will play a very important role because it will allow all shareholders to exercise such control. So, it is a privileged instrument of control of managers. In addition, the board of directors also has a real role in management control to avoid the concentration of power; the emergence of the board of directors as a surveillance organ for better separation of powers between management and control. The legislature has sought to strengthen the power of control by an auditor; the Legal Auditor. This control is to control the accounting and financial situation of the company. The Legal Auditor has a duty of disclosure of offenses. This control is for the advantage of the good functioning of the company, and especially to anticipate crises that can affect that company
Arnaud-Grossi, Isabelle. "Les devoirs des dirigeants sociaux : bilan et perspectives." Aix-Marseille 3, 1998. http://www.theses.fr/1998AIX32034.
Full textWitch are the duties of corporate directors ? It's a very important question and several recent judgements condamne corporate directors for neglecting or abusing of their position. Therefore it's primary knowing their obligations. Analyses of law texts and judgements reveal two main ideas. On one hand, the essential duty of the corporate director assuring a rigourous gestion grows. On the other hand, his obligation to behave with reserve is now recognized. As the result of that, the corporate director has simultaneously to do the daily managing of the company and assure its long term gestion. He has to execute these missions in altruistic ways ; his personal interest should nver prime on the corporate's. The actual situation of corporate director's duties is not fully satisfying. His several charges put him in an unconfortable position : his duties are loosely defined and even expanded to extremitys ; they are hard to respect. This situation is unfortunate because of the disuasion it implies for the potential corporate directors. For this reason we have made some propositions to improve the situation : - to restaure the balance of strengths in the company it could be necessary to facilitate the respect of the existing duties of the corporate directors. - the duties should be better identified to be made more acceptable
Harouna, Abdoul-Aziz Idrissa. "La responsabilité des dirigeants sociaux en droit nigérien des societes commerciales : une construction juridique empruntée à l'histoire du droit français." Perpignan, 2009. http://www.theses.fr/2009PERP0961.
Full textIn Niger, both private and public commercial companies uprise after the country gained its independence from France. However, many of those earlier companies came to an abrupt end because of bad management and political instability. Later, with the democratization process, new companies emerged along side the dying ones that have managed to survive the crises. However, this blooming warrants the design of new legal tools that best suit the resulting business environment. The challenge faced by the financial system is how to adapt to this new environment that requires sustained efficiency and constant innovation in the era of globalization. This dissertation project will contribute to the literature by addressing the aforementioned challenge. Specifically, I will first categorize the responsibility that a leader of a company can incur, namely leaders’ common-law responsibility, the specific responsibility arising from the legal status of commercial companies and that on the collective procedures, the fiscal accountability and the penal responsibility. In addition, I will determine the various judicial actions capable of keeping a social leader accountable. Those judicial actions have penal as well as civil components. Nowadays, it appears that Niger has a dissuasive legal arsenal, especially repressive which is intentionally adapted to make commercial companies viable
Calbiac, Jean de. "Les avantages sociaux des dirigeants d'entreprise." Paris 2, 2010. http://www.theses.fr/2010PA020074.
Full textYeo, Heejung. "Organization and effectiveness of boards of directors : role and independence of directors in French large firms." Toulouse 1, 2003. http://www.theses.fr/2003TOU10062.
Full textThe dissertation is devoted to theoretical and empirical analyses of organization and effectiveness of boards of directors, and role and independance of directors in French large corporations. Literature review of corporate governance is provided in chapter 1. The second chapter examines how large shareholders affect the composition of outside directors on boards of directors in French listed firms. We find that the second large shareholders tends to be related to a lower presence of independent directors, and a higher presence of affiliated directors on the board. The third chapter addresses the reciprocal interlocks between the CEOs in 245 French large corporations. The fourth chapter analyzes the effects of board composition and ownership structure on the formation of monitoring committees in French large corporations, considered as a good indicator of board effectiveness
Goffaux-Callebaut, Géraldine. "Du contrat en droit des sociétés : essai sur le contrat instrument d'adaptation du droit des sociétés." Nice, 1999. http://www.theses.fr/1999NICE0035.
Full textJullien, Laurent. "Le gouvernement des sociétés par actions." Paris 1, 2001. http://www.theses.fr/2001PA010257.
Full textCordelier, Emmanuel. "L'abus en droit des sociétés." Toulouse 1, 2002. http://www.theses.fr/2002TOU10028.
Full textIn Company Law, abuse of rights occurs when conflicting interests are stake, e. G. A person who abuses his/her shareholders' right does so with the intent of satisfying personal interest to the detriment of the Companny's overall interest. The existence of an abuse and the way it is dealt with comes largely under the control of the judge. The concept of "abuse" is used to quell crises between shareholders and to instil a sense of moral duty into the different participants in the group
Ngampio-Obélé-Bélé, Urbain. "Les sociétés d'économie mixte locales et le droit des sociétés." Aix-Marseille 3, 1998. http://www.theses.fr/1998AIX32022.
Full textLocal mixed economy businesses, in conformity with the first article of the july 7 1983 act, have been established as anonymous companies. So, except if otherwise provide for, they are subject to the rules set by the july 24 1966 revised act on commercial businesses, as well as to the common law providing for all types of companies. Now, enforcing the common law of companies entails difficulties when local collectivities participate in these companies. Indeed when the legislator stated in the first article of the 1983 act that local mixed economy businesses are to be considered as anonymous companies, he never realized that the combination of rules belonging both to the common law and to the public law would be attended by serious consequences. Besides, the law generated by the 1966 act hardly agrees with the requirements of public management. If, basically, local mixed economy businesses are ruled by commercial common law, the renewed weigth of public law rules, especially those of administrative law, can increasingly be felt. This is why an in-depth revision of the july 7 1983 act would be very useful to cope with all the difficulties hampering the management of such businesses; this would make the law that applies to local mixed economy businesses better adjusted to the common law of companies. In spite of a few previous alterations, such revision remains a topical question
Mignon-Colombet, Astrid. "L'exécution forcée en droit des sociétés." Paris 1, 2002. http://www.theses.fr/2002PA010294.
Full textDom, Jean-Philippe. "Les montages en droit des sociétés." Bordeaux 1, 1994. http://www.theses.fr/1994BOR1D029.
Full textAssembling contracts is one of the consequences of juridical engineering. They exist in the practice of business law. Assembling contracts consist in the superposition of contracts in order to reach specific economical aims. These aims turn on the heritage and the power. In order to conceptualize this notion, practice of assembling acts has been studied before its juridical regime
Duran, Jean-François. "Entre liberté contractuelle et intérêt social : le statut conventionnel des dirigeants de sociétés anonymes." Aix-Marseille 3, 2001. http://www.theses.fr/2001AIX32076.
Full textThe limited company does not have escaped with the phenomenon of contractualisation of the company law. Already shown on the ground of the relations between shareholders, this tendency exists in comparison with the situation of the leaders of limited companies. The latter are indeed brought to conclude a certain number of contracts with the company or thirds, but also to profit from certain agreements concluded between the company and from the thirds, of which the number and the importance make it possible to show the existence from a true conventional statute from the leaders of limited comapny. Even within the form of the most institutionalized member, the development of this statute seems to receive the favour of our right. .
Duvaud, Anne-Laure. "La forme en droit des sociétés." Paris 12, 2004. http://www.theses.fr/2004PA122003.
Full textForm is becoming increasingly important under corporate law. The creation of entities is traditionally subject to the performance of legal formalities. Their whole life is interspersed with obligations to provide information in order to achieve a level of transparency, which is supposed to be the ultimate aspiration in business law. It is therefore necessary to acknowledge the current diversity of forms based on two grounds: legal security, a traditional concern; and good governance, which is more recent. This trend shows that a new company philosophy where, through an increasing number of formal requirements, the aim is to restrict managing officers' powers and impose strict obligations to ensure market transparency and shareholders' protection. This variety of forms also raises a number of issues in relation to the traditional principle of business secrecy. Also, one may wonder about the risk that over-information might encourage shareholders to remain uninterested in corporate life
Losfeld, Benoît. "Droit des obligations et droits des sociétés." Lille 2, 2003. http://www.theses.fr/2003LIL20025.
Full textThe study of contract law and corporation law is faced with convergent and opposite changes that drive these two parts of the law. This difficulty justifies studying the links between these parts of the law under the light of dialectical logic. Thus, the comparison of these two parts of the law allows of the assumption of the dialectics. The characteristic of corporation law as well as Memorandum and Articles of Associations claims for independence of specific law. However, this independence is offset by close interdependent links with contract law. Considering the dialectics established between both parts of the law, the use of a dialectical practice -showing the impact upon each other- will be studied. Impact of contract law upon corporation law : the first one as general law, spreads its effects over the second one, specific law wich is incomplete. Impact of corporation law upon contract law : firstly, specific law contributes to the traditional concepts developments into contract law. Secondly, it also favors the emergence of original tools into general law
Medawar, Naji. "Le mandataire social-salarié." Bordeaux 4, 2001. http://www.theses.fr/2001BOR40004.
Full textZouhry, Leila. "La société en formation "en droit français et en droit marocain"." Paris 13, 1987. http://www.theses.fr/1987PA131003.
Full textOnce definitively conceived, an active business is a legal body and is judiciously recognized as such. But what form did the company take previously ? the company will not simply appear, complete in it's final form, responsible for acts made previous to its full development. No, the organisation's various aspects must develop little by little. During this period of development, the company founders will see to the different formalities the law oversees for the company's benefit. But the company must necessarily complete a number of judicial steps that are essential to development. These steps, carried out when company is not yet developed to il's fullest capacity, are interesting from two points of view : theoretically it becomes necessary to determine in what capacity a developing company can be responsible for past transactions made under its new legal name. On a practical level it's important for the partners to know if they can do business under the developing company's name, thus using their full potential when dealing with individual or large scale companies without waiting for legal finalities. To determine the outcome of these engagements several solutions have been proposed. But before beginning this study, we will attempt to know what the conditions and judicial statutes of the company were during it's development, thus establishing the judicial support for legal requirements previously agreed upon. It is in one's interest to examine the regulations, laws and options that tend to reaffirm themselves during the development period. They are born from necessity throuth company contracts, notably the interrelations between the business partners, between the partners and the underwriters, between the underwriters themselves, and finally the relationship between the developing company and it's bank
Quievy, Jean-François. "Anthropologie juridique de la personne morale." Paris 11, 2008. http://www.theses.fr/2008PA111005.
Full textCollado, Fabien. "La liquidation amiable des sociétés." Nice, 2002. http://www.theses.fr/2002NICE0049.
Full textGrevet, Alexandre. "Pour une réforme de la solidarité du dirigeant au passif fiscal." Thesis, Paris Sciences et Lettres (ComUE), 2016. http://www.theses.fr/2016PSLED060/document.
Full textJoint liability is a recurrent feature of tax law. It is essentially a civil law mechanism which is closely bound to the means of recovery available to the revenue authorities. With respect to the company director, his “financial liability” or “joint pecuniary liability” currently depends on a court ruling. Two items of legislation provide for the director’s liability according to whether the matter is being heard before the civil courts (Article L. 267 of the LPF tax code) or the criminal courts (Article 1745 of the CGI tax code).Although those two provisions are independent from one another since they have neither the same legal basis, nor the same purpose and the person bringing the action is different, it is appropriate to question their respective scope, underline their pitfalls and present avenues for reform of the corporate manager’s joint liability for tax liabilities.The aim is both to make the revenue authority’s action for recovery more effective and to secure the corporate manager’s rights. The current situation requires pragmatism, for recovering tax liabilities resulting primarily from VAT and for suspending joint liability for intentionally causing tax liabilities from the time of the procedure of the determination of the tax base
Convert, Laurent. "L'impératif et le supplétif dans le droit des sociétés : étude de droit comparé : Angleterre, Espagne, France." Bordeaux 4, 1998. http://www.theses.fr/1998BOR40008.
Full textThe objet of this thesis is to compare the obligations established in the area of company law in england, france and spain and the correlative freedom that the shareholders have to organize their relations as well as the freedom that the directors may have to run the business. Those three member-states know different law systems. Indeed the liberalism of english common law is quite different from the interventionnism of civil law and among the systems of civil law, spanish, company law and french company law are different as the statutory provisions of the former has been deeply reformed recently. The aim of this thesis is to : - compare the differences which arise between those three systems of company law - develop a strategy of business localization studying the advantages and disadvantages of setting up a company in those countries - examine the possibilities which appear to amend each system of company law - dicover the ways to make easier the european harmonization of member states' company law the obligations imposed on directors and shareholders and the freedom they have are studied on incorporation (types of companies available - promotion - dormant companies - memorandum and articles of association clauses) as well as during the time the business is run (direction - board - meetings - power of control - minority shareholders' rights - corporate governance - shareholders' agreements - taxation - take-overs and mergers, etc. ). Thus, this thesis consists in a comparison of what is free and what is compulsory in france, in spain and in england. This study concerns the small business as well as the big public companies listed on the stock excahnge. The obligations and the freedom are studied all along the life of the company with regards to the internal relations of the shareholders and the external relations of the company as well
Boulogne-Yang-Ting, Corinne. "Les incapacités et le droit des sociétés." Antilles-Guyane, 2003. http://www.theses.fr/2003AGUY0098.
Full textIn an article founder published in 1947, Roger HOUIN wrote that "the word incapacity, although it is one of the most usual in the legal langage, presents such an inaccuracy that its employement raised multiple controversies. " The accuracy of the observation is not to underline. In the more running language, it expresses an impossibility in fact or right, or an incompetence. However, this restriction is not an incapacity. It is important to make the difference (the departure) between those which can receive this qualification and the others, and that more especially as the legislator multiplies the recourses to these measurements in company law, like means of police force of the activity (?). Therefore, it appears that inspite of their purposes, often different from their methods, they present an indeniable unit as a notion. On the other hand, their mode translates a diversity because the incapacitý is a technic which serves a legal policy
Mansuy, Francine. "Les relations familiales et le droit des sociétés." Nancy 2, 1985. http://www.theses.fr/1985NAN20004.
Full textEspesson-Vergeat, Béatrice. "Le maintien du contrôle des sociétés commerciales." Lyon 3, 1992. http://www.theses.fr/1992LYO33022.
Full textThe control of any capitalistic venture results from the holding of the capital thereof, i. E. From the ownership of the means of production as far as an individual business is concerned or from the control of the equity capital as far as a corporation, which is an independant legal entity, is concerned. When the ownership interests held in a corporation are not sufficient to confer or to keep control thereover, several other legal means can be contemplated in order to keep the control without holding a major ownership interest or to got financing without granting power to third parties. The maintaining of control over a corporation, based upon the separation between capital and power, can be performed through the use of proper securities, of specific contractual provisions between the shareholders or else through the choice of adapted legal structures
Margerie, Victoire de. "Organisation de la gouvernance et stratégie de l'entreprise." Paris 2, 2007. http://www.theses.fr/2007PA020104.
Full textDeplanque, François-Xavier. "Le cumul d'un contrat de travail et d'un mandat social." Montpellier 1, 1995. http://www.theses.fr/1995MON10002.
Full textThe heap of the quality of company leader and the quality of holder of a contract of work with the same company is submitted to various constraints of very different inspiration. The presence of the right of companies, to the breadth it regulation of the social mandate and the presence of the right of the work, by the utilization of the contract of work, does not allow to establish a unique doctrine. Exists equally a report of force in the theory of the heap. The leader and wage-earner notions are opposite. In spite of these difficulties, the jurisprudence has, all time, refused to admit the existence of an incompatibility of principe about the subject. The plug in account of notions of notions as various as varied, as the respect of subordination bond, the distinction of functions, the legal an formal conditions respect of the heap, has brought the judge to elaborate various solutions more theoretical than practice
Djazayeri, Azadeh. "Les contrats d'intermédiaires dans la vie des sociétés." Aix-Marseille 3, 2004. http://www.theses.fr/2004AIX32069.
Full textMarion-Teyssier, Léa. "Les sociétés étrangères en France." Thesis, Paris Est, 2011. http://www.theses.fr/2011PEST0062.
Full textCoquelet, Marie-Laure. "La transmission universelle de patrimoine en droit des sociétés." Paris 10, 1994. http://www.theses.fr/1994PA100170.
Full textAt the initiative of the law and the statute law, the universal transference-has been turned from is traditional frame. Yesterday, it has been conceived as a mode of exclusive settlement of patrimonial consequences that constitute the death of a physical person, this one has gradually come to the business law. In this frame, the universal transference is an exceptional mode of appropriation of goods, bonds and shares, which belonged to a body corporate dissolved without liquidation. In the inheritance law, the global heritage transference produced by the death stays subtented by the fiction of the defunct's person continuation by his executors. In business law, the question of the universal transference's base stays doubtful. Especially, in the goal to note differences existing with the death, the tenet more often says that the heritage transference only clears itself by the reason of activity's continuity dissolved by the beneficiary of his goods. The proposal is exciting. Nevertheless, it doesn't seem to play the explanatory roll that many authors want to give it today. Especially. Its opportunity hardly resists in comparison with established solutions from the positive law. Also, it is necessary to look for, elsewhere, and the justification of universal transference's effects in business law. The principle of continuation of the dissolved entity's person by the beneficiary of his goods answers very well to this function. Thus, in figure of a physical person's universal executor, the dissolved body corporate's universal executor without liquidation is nothing else than the continuer of the dissolved entity's body corporate. The proposal justifies more particularly the "ultra vires" obligation of the universal executor to the debts, which have been transmitted to him. It explains also the transfer of virtual or omitted debts from the dissolved entity. Finally, its puts some conditions in the scope of the enbtail effect linked by the law and the statute law to the heritage transference
Salomon, Renaud. "Le particularisme du droit pénal des sociétés." Paris 12, 2006. http://www.theses.fr/2006PA122003.
Full textZolomian, Matthieu. "La rémunération excessive des dirigeants de sociétés : identification des difficultés et voies de solution." Master's thesis, Université Laval, 2008. http://hdl.handle.net/20.500.11794/20572.
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