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La Cession de droits sociaux de l'associé minoritaire

Abstract : The minority partner can leave his company for diverse reasons: decline of the value of its securities, disagreement with the copartners, simple disaffection, opposition to the policy of the members of the majority party. The study of the transfer of the securities of the minority partner translates in a ambiguous way, this feeling for this partner to be free to give up its securities and at the same time to be limited in the exercise of this freedom by certain rules of the corporate law. The study of the transfer of the securities by a minority partner is centred on an analysis made for the glance strictly of the deed of partnership which the will of release of the minority partner comes to question. By feeding the reflection of the points of friction the most classic as the exclusion, the partner quality or the social interest, the objective is to present the various rules of organization of the transfer of the securities of a minority partner, the practical and theoretical difficulties which are bound(connected) to it and especially his legal analysis. On this last point, the main interrogation that we settle is to know if the minority transfer of the securities is a simple transfer or a transfer of control. Through the big questions which arose during the debate concerning the specificity of the transfer of control, we were able to demonstrate that the answers which were brought or the rules which were of use to the specificity of the transfer of control are not always applicable within the framework of a minority transfer of the securities. Besides, the subject asks the question of the protection of the minority partner. This question restores a real interest in the debate concerning the generalization of the right of retreat as solution of the detention of the minority partners, the solution that the frenzy legislative of these last years did not take into account
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  • HAL Id : tel-00719575, version 1



Hélène Guebidiang a Tchoyi-Doumbe. La Cession de droits sociaux de l'associé minoritaire. Droit. Université d'Auvergne - Clermont-Ferrand I, 2010. Français. ⟨NNT : 2010CLF103332⟩. ⟨tel-00719575⟩



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