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Case:
Com. 355 Case Société d’Alimentation de Provence (S.A.P.) / Groupementdes Actionnaires de la Société d’Alimentation de Provence Application for Review No. 72-12.238
Date:
10 December 1973
Translated by:
Tony Weir
Copyright:
Professor B. S. Markesinis

THE COURT

Considering Article 226 of the Law of 24 July 1966

Given that, pursuant to this text, one or more shareholders representing at least a tenth of the capital of a company may apply to the court for the appointment of an expert with the task of preparing a report on one or more transactions carried out by management;

Given that (i) the judgement under attack has allowed the claim brought by the association called “Groupement des Actionnaires de la Société Anonyme d’Alimentation de Provence (“S.A.P.”)” relating to the appointment of experts to value the contributions made by S.A.P. to the capital of Rizeries Indochinoises, a corporation, on the grounds that several shareholders of S.A.P., representing at least a tenth of the capital, have set up the said association; (ii) pursuant to Article 5 of its articles of association the latter alone has the power relating to the exercise in common of all the rights of the shareholders who are its members; (iii) pursuant to Article 8 its board has the power to exercise all the rights deriving from the shares held by its members; and (iv) the shareholders intervening in the appeal make no claim in their respective personal capacity;

Given that in coming to this conclusion the Court of Appeal has wrongly applied the text mentioned above, since shareholders alone may take the responsibility of applying for the appointment envisaged by the said text:

REJECTS AND ANNULS……
III Commercial Law (cont.)
1. Company Law (cont.)
(c) Control of Management by Minority Shareholders