The doctrine of abuse of equality is of no help in case of refusal of shareholder to vote in equal remuneration of the manager.
Cass. com. March 31, 2009, FS-D, No. 08-11860
family companies are often the seat of intractable conflicts.
Especially when, as here, the two other partners in addition co-managers chose an egalitarian distribution of shares!
Such a distribution requires them to agree or separation: what is the ideal goal of such an assembly.
In disputed cases, there is little alternative but to paralysis judicial dissolution of the company.
The Court of Cassation rejected the appeal to the doctrine of abuse equality.
In this case, one of two joint members refused to vote the increase in management fees.
The Court held that such an attitude was not an abuse of equality, malice can not be presumed and not enough in itself to establish the abuse of voting, since the case law requiring a leading decision of 15 July 1992 that the attitude of the partner is contrary to the interests of society in that it would prohibit the implementation of a key for it.
The Court of Cassation also recalls that, assuming the abuse of equality established, the judge may fix the remuneration by replacing the relevant social agencies.
Judge can only appoint a representative ad hoc committee representing the shareholders opposed or failed at a new assembly.
Yann Gallon - Lawyer
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