<\/i><\/i><\/span>Modification of the rights attached to the classes<\/span><\/a><\/h4><\/div><\/p>\nModification of the rights attached to the classes<\/h1>\n
The creation and deletion of classes of shares<\/a>, as well as the modification of the rights attached to them, require compliance with specific, particularly restrictive procedures.<\/p>\nI. When should these special procedures be respected?<\/h2>\n
The general assembly has to follow a particular procedure whenever it :<\/p>\n
\n- issues new classes;<\/li>\n
- deletes one or more classes;<\/li>\n
- unifies the rights attached to several different classes;<\/li>\n
- modifies, directly or indirectly, the rights attached to a class;<\/li>\n
- issues new shares out of proportion to the number of shares issued in each class.<\/li>\n<\/ul>\n
This last point implies that when the company issues new shares, it is almost always subject to the procedure.<\/p>\n
For the emission to be proportional in each class, it would be necessary:<\/p>\n
\n- either obtain firm and definitive subscription commitments prior to the decision to issue shares;<\/li>\n
- or provide in the terms of issue that if the capital increase is not fully subscribed, it will not be realised (in application of Article 7:191<\/a> in SA).<\/li>\n<\/ul>\n
II. Special procedure<\/h2>\nA. Information<\/h3>\n
All decisions that affect the share classes should be subject to an enhanced shareholder information procedure.<\/p>\n
The board of directors should justify in a dedicated report the proposed changes<\/strong> and their consequences on the rights of existing classes.<\/p>\nIf this report contains financial and accounting data, it must be validated by a statutory auditor or, failing that, an auditor or a chartered accountant, who confirms the accuracy and sufficiency of the data provided to the shareholders.<\/p>\n
This report is mandatory and cannot be deviated from, even by unanimous agreement of the shareholders. In the case of a capital increase in a company without share classes, it is possible to deviate from this report.<\/p>\n
B. Strengthened attendance and voting quorum<\/h3>\n
The modification of the rights attached to one or more classes requires a modification of the statutes<\/strong>.<\/p>\nThe decision to amend the statutes must be taken in accordance with the following majorities:<\/p>\n
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<\/p>\n
Attendance and voting quorums must be reached in each class<\/strong>, which has the consequence of giving each class a veto right on the decision.<\/p>\nIf some classes are composed of a small number of shareholders who represent only a tiny part of the shareholder base, this amounts to giving them a blocking minority and potentially paralysing the adoption of certain decisions.<\/p>\n
For more information on this subject, please read the dedicated article by clicking here<\/a> (article in french).<\/p>\n
Modification of the rights attached to the classes<\/h1>\n
The creation and deletion of classes of shares<\/a>, as well as the modification of the rights attached to them, require compliance with specific, particularly restrictive procedures.<\/p>\n The general assembly has to follow a particular procedure whenever it :<\/p>\n This last point implies that when the company issues new shares, it is almost always subject to the procedure.<\/p>\n For the emission to be proportional in each class, it would be necessary:<\/p>\n All decisions that affect the share classes should be subject to an enhanced shareholder information procedure.<\/p>\n The board of directors should justify in a dedicated report the proposed changes<\/strong> and their consequences on the rights of existing classes.<\/p>\n If this report contains financial and accounting data, it must be validated by a statutory auditor or, failing that, an auditor or a chartered accountant, who confirms the accuracy and sufficiency of the data provided to the shareholders.<\/p>\n This report is mandatory and cannot be deviated from, even by unanimous agreement of the shareholders. In the case of a capital increase in a company without share classes, it is possible to deviate from this report.<\/p>\n The modification of the rights attached to one or more classes requires a modification of the statutes<\/strong>.<\/p>\n The decision to amend the statutes must be taken in accordance with the following majorities:<\/p>\n Attendance and voting quorums must be reached in each class<\/strong>, which has the consequence of giving each class a veto right on the decision.<\/p>\n If some classes are composed of a small number of shareholders who represent only a tiny part of the shareholder base, this amounts to giving them a blocking minority and potentially paralysing the adoption of certain decisions.<\/p>\n For more information on this subject, please read the dedicated article by clicking here<\/a> (article in french).<\/p>\nI. When should these special procedures be respected?<\/h2>\n
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II. Special procedure<\/h2>\n
A. Information<\/h3>\n
B. Strengthened attendance and voting quorum<\/h3>\n
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