Cass. com. 10-5-2024 n° 23-16.670 F-D, F.C / Société la Vierge
In a significant ruling, the Court of Cassation previously ruled out the possibility of allowing minority voting in the statutes of simplified joint-stock companies (SAS). This ruling specified that collective decisions could not be adopted by a minority vote, such as one-third of the votes cast (Cass. com. 19-1-2022 n° 19-12.696 FS-D: RJDA 6/22 n° 347).
However, upon appeal in the same case, the Paris Court of Appeal did not follow this precedent and instead recognized the validity of such a clause (CA Paris 4-4-2023 n° 22/05320: RJDA 8-9/23 n° 438).
The Court of Cassation has now decided that the appeal against this decision will be examined by the plenary assembly.
The referral to the plenary assembly can be ordered when a case raises a fundamental question, especially if there are conflicting solutions either among the lower courts or between the lower courts and the Court of Cassation. It must be ordered when, after the annulment of a first judgment, the decision made by the referral court is challenged on the same grounds (C. org. jud. art. L 431-6).
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