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L'inégalité entre associés en droit des sociétés

Abstract : Initially, corporate law was dominated by a general principle of equality. Consequently, discrimination between partners was admitted only exceptionally. This situation, however, evolved under the combined effect of two phenomena. On the one hand, doctrine and jurisprudence have long admitted that equality between partners has only a relative scope. This one must be assessed "in concreto" and does not oppose unequal treatment between partners justified by the defense of the social interest or the existence of differences of situations. On the other hand, the legislator has gradually introduced into the law of companies many mechanisms having an inegalitarian function. This was the case with the old share classes, namely the priority shares, those with priority dividend without voting rights, investment certificates or voting certificates. The same is true of preferred stocks and special advantages. All these devices have the vocation of breaking the equality between partners, by providing to some of them, privileges not shared by others. However, the law largely allows, or allowed their institutionalization. In view of these observations, it became legitimate to question the existence of a right to discriminate between partners.Therefore, the ambition of this study is to demonstrate that inequality between partners enjoys general validity in companies. Clearly to construct a definition, to determine its legal foundations, the possibilities and limits, and the procedure for its creation and its disappearance, these were the elements that needed to be reflected in law in order to allow practitioners to approach discrimination between partners with more serenity.
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Submitted on : Monday, November 27, 2017 - 5:01:00 PM
Last modification on : Sunday, January 19, 2020 - 6:38:32 PM


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  • HAL Id : tel-01649729, version 1



Momath Ndiaye. L'inégalité entre associés en droit des sociétés. Droit. Université Panthéon-Sorbonne - Paris I, 2017. Français. ⟨NNT : 2017PA01D038⟩. ⟨tel-01649729⟩



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