Gesellschaftsrechtliche Anteilsbewertung in Frankreich gemäß Art. 1843-4 Code civil – Eine Vorstudie zur Komparatistik im Recht der Unternehmensbewertung (Valuation of Shares in France under Art. 1843-4 Code civil – Legal Aspects of Business Valuation in Comparative Company Law)
Rabel Journal of Comparative and International Private Law (RabelsZ), Vol. 77, No. 4, pp. 694-722, 2013
31 Pages Posted: 13 Jun 2013 Last revised: 5 Jun 2014
Date Written: October 1, 2013
Valuation of shares is of critical importance when shareholders are forced to leave their company. Despite this importance, there is little comparative scholarship on how the valuation issue is handled in different jurisdictions. As part of a broader research agenda, this paper explores the approach taken by French company law which through art. 1843-4 Code civil relies on the final decision of an independent expert. The interpretation of this provision has given rise to many disputes in recent years, leading to a dozen cases before the Cour de cassation and a vast number of law review articles. Taking stock of these developments, the paper addresses questions such as the purpose of the valuation procedure, permissible valuation methods, judicial review of the expert's decision, the proper date for determining the value of the shares, marketability or minority discounts, and the mandatory nature of the valuation procedure. All those elements are compared to the basic provision in § 738 of the German Civil Code, which is predicated on a remarkably different concept.
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Note: Downloadable document is in German.
Keywords: Valuation of shares, Code civil, business valuation, comparative company law, shareholders, valuation procedure
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