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Increase in Share Capital and Employee Share Schemes in France

Share capital is the money a company raises by issuing common or preferred stock. The amount of share capital or equity financing a company has can change over time with additional public offerings.

The French Supreme Court related to private matters ruled as a ratio decidendi on 28 November 2018 that the single vote on the resolution related to an increase in share capital reserved to employees is considered satisfactory to regularise an increase in share capital not subject to a vote on a preceding general meeting.

This allows the possibility for a general meeting to ratify an increase in share capital reserved to employees. The legal concept that may be considered as underpinning the ratio decidendi is the French appearance theory: the ratification is being made possible by the subscribers having legitimately believed that the increase in share capital was regularly made.

This is in line with the spirit of company law to allow ratification as much as possible to ensure legal safety.

Ludovic Timbal Duclaux de Martin

Ludovic holds a master’s degree in business law, a master’s degree in International and European law, a post graduate diploma in contract law, from the University of Paris XI –Sud, and a post graduate diploma in international commerce from the University of Paris X – Nanterre.

He also holds a diploma of professional English from the University of London and a certificate in private law and contract enforcement in the United – States of America and in France from Yale University & Paris II – Panthéon – Assas.

He is also a former speaker in the Master 2 in business and tax law from Sorbonne University.

Ludovic is described as having an undeniable technical expertise.

For a more personal presentation, he belongs to a family of jurists for two centuries: magistrate, professor of law, lawyer and notary.

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