A joint-stock company (JSC) is a business entity in which shares of the company's stock can be bought and sold by shareholders . Each shareholder owns company stock in proportion, evidenced by their shares (certificates of ownership). Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.
188-444: In modern-day corporate law , the existence of a joint-stock company is often synonymous with incorporation (possession of legal personality separate from shareholders) and limited liability (shareholders are liable for the company's debts only to the value of the money they have invested in the company). Therefore, joint-stock companies are commonly known as corporations or limited companies . Some jurisdictions still provide
376-447: A public limited company ). The Ukrainian form of the private limited company is called товариство з обмеженою відповідальністю (ТОВ or ТзОВ). Corporate law Corporate law (also known as company law or enterprise law ) is the body of law governing the rights , relations, and conduct of persons , companies , organizations and businesses . The term refers to the legal practice of law relating to corporations, or to
564-648: A subsidiary of another corporation (its parent company ), which may itself be either a closely held or a public corporation. In some jurisdictions, the subsidiary of a listed public corporation is also defined as a public corporation (for example, in Australia ). In Australia corporations are registered and regulated by the Commonwealth Government through the Australian Securities and Investments Commission . Corporations law has been largely codified in
752-814: A Christian in the event of victory against the Visigothic Kingdom , which was said to have guaranteed the battle. Clovis regained the southwest from the Visigoths and was baptised in 508. Clovis I was the first Germanic conqueror after the Fall of the Western Roman Empire to convert to Catholic Christianity; thus France was given the title "Eldest daughter of the Church" by the papacy, and French kings called "the Most Christian Kings of France". The Franks embraced
940-425: A European counterweight between American and Soviet spheres of influence. However, he opposed any development of a supranational Europe , favouring sovereign nations . The revolt of May 1968 had an enormous social impact; it was a watershed moment when a conservative moral ideal (religion, patriotism, respect for authority) shifted to a more liberal moral ideal (secularism, individualism, sexual revolution). Although
1128-566: A board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. In Germany , §76 AktG says the same for the management board, while under §111 AktG the supervisory board's role is stated to be to "oversee" ( überwachen ). In the United Kingdom , the right to manage is not laid down in law, but is found in Part.2 of the Model Articles . This means it
1316-445: A certain way. Conceptually a shareholders' agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow. One benefit of shareholders' agreement is that they will usually be confidential, as most jurisdictions do not require shareholders' agreements to be publicly filed. Another common method of supplementing
1504-728: A combination of social, political and economic factors, which the Ancien Régime proved unable to manage. A financial crisis and social distress led in May 1789 to the convocation of the Estates General , which was converted into a National Assembly in June. The Storming of the Bastille on 14 July led to a series of radical measures by the Assembly, among them the abolition of feudalism , state control over
1692-447: A company generally have rights against each other and against the company, as framed under the company's constitution. However, members cannot generally claim against third parties who cause damage to the company which results in a diminution in the value of their shares or others membership interests because this is treated as " reflective loss " and the law normally regards the company as the proper claimant in such cases. In relation to
1880-465: A company is said to represent its equity capital . Most jurisdictions regulate the minimum amount of capital which a company may have, although some jurisdictions prescribe minimum amounts of capital for companies engaging in certain types of business (e.g. banking , insurance etc.). Similarly, most jurisdictions regulate the maintenance of equity capital, and prevent companies returning funds to shareholders by way of distribution when this might leave
2068-559: A coup and civil war. During the May 1958 crisis , the weak Fourth Republic gave way to the Fifth Republic , which included a strengthened presidency. The war concluded with the Évian Accords in 1962 which led to Algerian independence , at a high price: between half a million and one million deaths and over 2 million internally-displaced Algerians. Around one million Pied-Noirs and Harkis fled from Algeria to France. A vestige of empire
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#17328759513802256-432: A form for smaller enterprises, are becoming increasingly common. Between 2002 and 2008, the intermediary corporation ( 中間法人 , chūkan hōjin ) existed to bridge the gap between for-profit companies and non-governmental and non-profit organizations. In Latvia , which uses a model similar to Germany, a public stock company is called an akciju sabiedrība (a/s, A/S or AS), whereas a private, 'limited liability company'
2444-613: A large number of members. The shares of each member can be purchased, sold, and transferred without the consent of other members. Its capital is divided into transferable shares, suitable for large undertakings. Joint stock companies have a perpetual succession and a common seal. Ownership refers to a large number of privileges. The company is managed on behalf of the shareholders by a board of directors, elected at an annual general meeting. The shareholders also vote to accept or reject an annual report and audited set of accounts. Individual shareholders can sometimes stand for directorships within
2632-601: A large pool of shareholders with management in the hands of jingshang , merchants who operated their businesses using investors' funds, with investor compensation based on profit-sharing, reducing the risk of individual merchants and burdens of interest payment. The operation of these joint investment partnerships can be examined in a mathematical problem included in the Mathematical treatise in nine sections ( Shu-shu chiu-chang ) (1247 ed.) of Ch'in Chiu-shao (c.1202–61). Although
2820-625: A legal entity that has shares (Bosnian/Croatian: dionica or vrijednosni papir ; Serbian: akcija or hartija od vrijednosti - Cyrillic : акција or хартија од вриједности ) that can be traded in a free market or stock exchanges in the Bosnia and Herzegovina (listed in Sarajevo Stock Exchange or Banja Luka Stock Exchange ). In Bulgaria , a joint-stock company is called a aktsionerno druzhestvo or AD ( Bulgarian : акционерно дружество or АД ). When all shares are owned by
3008-460: A much smaller hit to their returns as opposed to those involved with a closely held corporation. Publicly traded companies, however, can suffer from that advantage. A closely held corporation can often voluntarily take a hit to profit with little to no repercussions if it is not a sustained loss. A publicly traded company often comes under extreme scrutiny if profit and growth are not evident to stock holders, thus stock holders may sell, further damaging
3196-541: A nominal or par value, which is the limit of the shareholder's liability to contribute to the debts of the company on an insolvent liquidation. Shares usually confer a number of rights on the holder. These will normally include: Companies may issue different types of shares, called "classes" of shares, offering different rights to the shareholders depending on the underlying regulatory rules pertaining to corporate structures, taxation, and capital market rules. A company might issue both ordinary shares and preference shares, with
3384-482: A partnership, had a distinct legal personality that was separate from that of its individual shareholders. The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and it typically views a corporation as a fictional person, a legal person, or a moral person (as opposed to a natural person) which shields its owners (shareholders) from "corporate" losses or liabilities; losses are limited to
3572-527: A pension fund), or companies limited by guarantee (like some community organizations or charities). Corporate law deals with companies that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states . The defining feature of a corporation is its legal independence from the shareholders that own it. Under corporate law, corporations of all sizes have separate legal personality , with limited or unlimited liability for its shareholders. Shareholders control
3760-524: A period of economic prosperity and cultural and scientific flourishing known as the Belle Époque . France was one of the major participants of World War I , from which it emerged victorious at great human and economic cost. It was among the Allies of World War II , but it surrendered and was occupied in 1940. Following its liberation in 1944 , the short-lived Fourth Republic was established and later dissolved in
3948-406: A potential takeover bid, that would be an improper purpose. Ronald Coase has pointed out, all business organizations represent an attempt to avoid certain costs associated with doing business. Each is meant to facilitate the contribution of specific resources - investment capital, knowledge, relationships, and so forth - towards a venture which will prove profitable to all contributors. Except for
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#17328759513804136-625: A publicly traded company, as there will generally be fewer voting shareholders, and the shareholders would have common interests. A publicly traded company is also at the mercy of the market, with capital flow in and out based not only on what the company is doing but also on what the market and even what the competitors, major and minor, are doing. However, publicly traded companies also have advantages over their closely held counterparts. Publicly traded companies often have more working capital and can delegate debt throughout all shareholders. Therefore, shareholders of publicly traded company will each take
4324-501: A responsabilità limitata , or S.r.l.), and the publicly traded partnership ( società in accomandita per azioni , or S.a.p.a.). The latter is a hybrid of the limited partnership and public limited company, having two categories of shareholders, some with and some without limited liability, and is rarely used in practice. In Japan , both the state and local public entities under the Local Autonomy Act (now 47 prefectures , made in
4512-474: A single shareholder the company receives the special designation of ednolichno aktsionerno druzhestvo or EAD ( Bulgarian : еднолично акционерно дружество or ЕАД ). In Canada both the federal government and the provinces have corporate statutes, and thus a corporation may be incorporated either provincially or federally. Many older corporations in Canada stem from Acts of Parliament passed before
4700-756: A special legal framework, as it cannot be reproduced via standard contract law. The regulations most favorable to incorporation include: In many jurisdictions, corporations whose shareholders benefit from limited liability are required to publish annual financial statements and other data so that creditors who do business with the corporation are able to assess the creditworthiness of the corporation and cannot enforce claims against shareholders. Shareholders, therefore, experience some loss of privacy in return for limited liability. That requirement generally applies in Europe, but not in common law jurisdictions, except for publicly traded corporations (for which financial disclosure
4888-593: A stock transfer for an eighth of the company (or more specifically, the mountain in which the copper resource was available) as early as 1288. In more recent history, the earliest joint-stock company recognized in England was the Company of Merchant Adventurers to New Lands , founded in 1551 with 240 shareholders. It became the Muscovy Company , which had a monopoly on trade between Russia and England , when royal charter
5076-500: A substitute for corporate law, business law means the law relating to the business corporation (or business enterprises), including such activity as raising capital, company formation, and registration with the government. Academics identify four legal characteristics universal to business enterprises. These are: Widely available and user-friendly corporate law enables business participants to possess these four legal characteristics and thus transact as businesses. Thus, corporate law
5264-411: A voluntary liquidation where the company is insolvent will also be controlled by the creditors, and is properly referred to as a creditors' voluntary liquidation ). Where a company goes into liquidation, normally a liquidator is appointed to gather in all the company's assets and settle all claims against the company. If there is any surplus after paying off all the creditors of the company, this surplus
5452-614: Is a founding and leading member of the European Union and the eurozone , as well as a member of the Group of Seven , North Atlantic Treaty Organization (NATO), Organisation for Economic Co-operation and Development (OECD), and Francophonie . Originally applied to the whole Frankish Empire , the name France comes from the Latin Francia , or "realm of the Franks ". The name of
5640-504: Is a default rule, which companies can opt out of (s.20 CA 2006 ) by reserving powers to members, although companies rarely do. UK law specifically reserves shareholders right and duty to approve "substantial non cash asset transactions" (s.190 CA 2006), which means those over 10% of company value, with a minimum of £5,000 and a maximum of £100,000. Similar rules, though much less stringent, exist in §271 DGCL and through case law in Germany under
5828-572: Is a matter of definition. An early form of joint-stock company was the medieval commenda , although it was usually employed for a single commercial expedition. Around 1350 in France at Toulouse , 96 shares of the Société des Moulins du Bazacle , or Bazacle Milling Company were traded at a value that depended on the profitability of the mills the society owned, making it probably the first company of its kind in history. The Swedish company Stora has documented
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6016-399: Is a response to three endemic opportunism: conflicts between managers and shareholders, between controlling and non-controlling shareholders; and between shareholders and other contractual counterparts (including creditors and employees). A corporation may accurately be called a company; however, a company should not necessarily be called a corporation, which has distinct characteristics. In
6204-574: Is between a two-tier and a one tier board. The United Kingdom, the United States, and most Commonwealth countries have single unified boards of directors. In Germany, companies have two tiers, so that shareholders (and employees) elect a "supervisory board", and then the supervisory board chooses the "management board". There is the option to use two tiers in France, and in the new European Companies ( Societas Europaea ). Recent literature, especially from
6392-620: Is called a sabiedrība ar ierobežotu atbildību (SIA). State-owned variants of these companies add an initial capital V ( valsts - 'state'), as in VAS and VSIA. In Norway, a joint-stock company is called an aksjeselskap , abbreviated AS . A special and by far less common form of joint-stock companies, intended for companies with a large number of shareholders, is the publicly traded joint-stock companies, called allmennaksjeselskap and abbreviated ASA . A joint-stock company must be incorporated, has an independent legal personality and limited liability, and
6580-571: Is now France date from approximately 1.8 million years ago. Neanderthals occupied the region into the Upper Paleolithic era but were slowly replaced by Homo sapiens around 35,000 BC. This period witnessed the emergence of cave painting in the Dordogne and Pyrenees , including at Lascaux , dated to c. 18,000 BC. At the end of the Last Glacial Period (10,000 BC),
6768-432: Is often divided into corporate governance (which concerns the various power relations within a corporation) and corporate finance (which concerns the rules on how capital is used). Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company. This rule is so strictly enforced that, even where the conflict of interest or conflict of duty
6956-597: Is otherwise harmful to the public at large. Voluntary liquidations occur when the company's members decide voluntarily to wind up the affairs of the company. This may be because they believe that the company will soon become insolvent , or it may be on economic grounds if they believe that the purpose for which the company was formed is now at an end, or that the company is not providing an adequate return on assets and should be broken up and sold off. France – in Europe (green & dark grey) – in
7144-401: Is primarily the study of the power relations among a corporation's senior executives, its board of directors and those who elect them ( shareholders in the " general meeting " and employees ), as well as other stakeholders, such as creditors , consumers , the environment and the community at large. One of the main differences between different countries in the internal form of companies
7332-458: Is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that, However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in
7520-457: Is required for investor protection). In many countries, corporate profits are taxed at a corporate tax rate, and dividends paid to shareholders are taxed at a separate rate. Such a system is sometimes referred to as " double taxation " because any profits distributed to shareholders will eventually be taxed twice. One solution, followed by as in the case of the Australian and UK tax systems, is for
7708-503: Is required to have a certain capital upon incorporation. Ordinary joint-stock companies must have a minimum capital of NOK 30,000 upon incorporation, which was reduced from 100,000 in 2012. Publicly traded joint-stock companies must have a minimum capital of NOK 1 million. See: Open joint-stock company (OJSC). In Spain there are two types of companies with limited liability: (i) "S.L.", or Sociedad Limitada (a private limited company ), and (ii) "S.A.", or Sociedad Anónima (similar to
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7896-534: Is that in America, directors usually choose where a company is incorporated and §242(b)(1) DGCL says any constitutional amendment requires a resolution by the directors. By contrast, constitutional amendments can be made at any time by 75% of shareholders in Germany (§179 AktG) and the UK (s.21 CA 2006). Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on
8084-565: Is that interest payments to debt is tax deductible whilst payment of dividends are not, this will incentivise a company to issue debt financing rather than preferred stock in order to reduce their tax exposure. A company limited by shares, whether public or private, must have at least one issued share; however, depending on the corporate structure , the formatting may differ. If a company wishes to raise capital through equity, it will usually be done by issuing shares (sometimes called "stock" (not to be confused with stock-in-trade)) or warrants . In
8272-439: Is that of retained profits Various combinations of financing structures have the capacity to produce fine-tuned transactions which, using the advantages of each form of financing, support the limitations of the corporate form, its industry, or economic sector. A mix of both debt and equity is crucial to the sustained health of the company, and its overall market value is independent of its capital structure. One notable difference
8460-492: Is that publicly traded corporations have the burden of complying with additional securities laws, which (especially in the US) may require additional periodic disclosure (with more stringent requirements), stricter corporate governance standards as well as additional procedural obligations in connection with major corporate transactions (for example, mergers) or events (for example, elections of directors). A closely held corporation may be
8648-558: Is the French overseas departments and territories . During the Cold War , de Gaulle pursued a policy of "national independence" towards the Western and Eastern blocs . He withdrew from NATO's military-integrated command (while remaining within the alliance), launched a nuclear development programme and made France the fourth nuclear power . He restored cordial Franco-German relations to create
8836-473: Is the world's leading tourist destination , receiving 100 million foreign visitors in 2023 . A developed country , France has a high nominal per capita income globally , and its advanced economy ranks among the largest in the world . It is a great power , being one of the five permanent members of the United Nations Security Council and an official nuclear-weapon state . France
9024-414: Is then distributed to the members. As its names imply, applications for compulsory liquidation are normally made by creditors of the company when the company is unable to pay its debts. However, in some jurisdictions, regulators have the power to apply for the liquidation of the company on the grounds of public good, i.e., where the company is believed to have engaged in unlawful conduct, or conduct which
9212-629: The Aktiengesellschaft (AG), analogous to public limited companies (or corporations in US/Can) in the English-speaking world, and the Gesellschaft mit beschränkter Haftung (GmbH), similar to the modern private limited company . Italy recognizes three types of company limited by shares: the public limited company ( società per azioni , or S.p.A.), the private limited company ( società
9400-681: The Canada Business Corporations Act . The Chilean form of joint-stock company is called Sociedad por Acciones (often abbreviated "SpA"). They were created in 2007 by Law N° 20.190, and they are the most recent variety of societary types, as they represent a simplified form of corporation – originally conceived for venture capital companies. According to the Ministry of Economy's Business and Society Registry, SpAs accounted for 71.42% of new businesses in October 2023. The Czech form of
9588-746: The francisca ), although these weapons may have been named because of their use by the Franks, not the other way around. In English, 'France' is pronounced / f r æ n s / FRANSS in American English and / f r ɑː n s / FRAHNSS or / f r æ n s / FRANSS in British English. The pronunciation with / ɑː / is mostly confined to accents with the trap-bath split such as Received Pronunciation , though it can be also heard in some other dialects such as Cardiff English . The oldest traces of archaic humans in what
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#17328759513809776-512: The 1973 oil crisis , which now accounts for 75 per cent of its electricity production and results in less pollution. According to the 2020 Environmental Performance Index conducted by Yale and Columbia , France was the fifth most environmentally conscious country in the world. Like all European Union state members, France agreed to cut carbon emissions by at least 20% of 1990 levels by 2020. As of 2009 , French carbon dioxide emissions per capita were lower than that of China. The country
9964-609: The 1995 public transport bombings , France has been targeted by Islamist organisations, notably the Charlie Hebdo attack in 2015 which provoked the largest public rallies in French history, gathering 4.4 million people, the November 2015 Paris attacks which resulted in 130 deaths, the deadliest attack on French soil since World War II and the deadliest in the European Union since
10152-685: The Americas were the London Company and the Plymouth Company . Transferable shares aim to achieve positive returns on equity , which is evidenced by investment in companies like the East India Company, which used the financing model to manage their trade on the Indian subcontinent . Joint-stock companies paid out divisions (dividends) to their shareholders by dividing up the profits of the voyage in
10340-593: The Battle of Hastings in 1066, William the Conqueror added "King of England" to his titles, becoming vassal and the equal of the king of France, creating recurring tensions. The Carolingian dynasty ruled France until 987, when Hugh Capet was crowned king of the Franks . His descendants unified the country through wars and inheritance. From 1190, the Capetian rulers began to be referred as "kings of France" rather than "kings of
10528-574: The British Isles and Switzerland . The wars were ended by Henry IV 's Edict of Nantes , which granted some freedom of religion to the Huguenots. Spanish troops, assisted the Catholics from 1589 to 1594 and invaded France in 1597. Spain and France returned to all-out war between 1635 and 1659. The war cost France 300,000 casualties. Under Louis XIII , Cardinal Richelieu promoted centralisation of
10716-551: The Carnac stones site (approximately 3,300 BC). In 600 BC, Ionian Greeks from Phocaea founded the colony of Massalia (present-day Marseille ). Celtic tribes penetrated parts of eastern and northern France, spreading through the rest of the country between the 5th and 3rd century BC. Around 390 BC, the Gallic chieftain Brennus and his troops made their way to Roman Italy , defeated
10904-704: The Catholic Church in France , and a declaration of rights . The next three years were dominated by struggle for political control, exacerbated by economic depression . Military defeats following the outbreak of the French Revolutionary Wars in April 1792 resulted in the insurrection of 10 August 1792 . The monarchy was abolished and replaced by the French First Republic in September, while Louis XVI
11092-592: The Consulate seized power in a coup led by Napoleon . Napoleon became First Consul in 1799 and later Emperor of the French Empire (1804–1814; 1815). Changing sets of European coalitions declared wars on Napoleon's empire . His armies conquered most of continental Europe with swift victories such as the battles of Jena-Auerstadt and Austerlitz . Members of the Bonaparte family were appointed monarchs in some of
11280-513: The Corporations Act 2001 . In Brazil there are many different types of legal entities ( sociedades ), but the two most common ones commercially speaking are (i) sociedade limitada , identified by "Ltda." or "Limitada" after the company's name, equivalent to the British limited liability company, and (ii) sociedade anônima or companhia , identified by "SA" or "Companhia" in
11468-670: The Dutch East India Company issued shares that were made tradable on the Amsterdam Stock Exchange . The development enhanced the ability of joint-stock companies to attract capital from investors, as they could now easily dispose of their shares. In 1612, it became the first 'corporation' in intercontinental trade with 'locked in' capital and limited liability. The joint-stock company became a more viable financial structure than previous guilds or state-regulated companies. The first joint-stock companies to be implemented in
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#173287595138011656-806: The European Union (green) France , officially the French Republic , is a country located primarily in Western Europe . Its overseas regions and territories include French Guiana in South America , Saint Pierre and Miquelon in the North Atlantic, the French West Indies , and many islands in Oceania and the Indian Ocean , giving it one of the largest discontiguous exclusive economic zones in
11844-428: The First French Empire . The collapse of the empire initiated a period of relative decline, in which France endured the Bourbon Restoration until the founding of the French Second Republic which was succeeded by the Second French Empire upon Napoleon III 's takeover. His empire collapsed during the Franco-Prussian War in 1870. This led to the establishment of the Third French Republic , and subsequent decades saw
12032-569: The Hercynian uplift in the Paleozoic Era , the Armorican Massif , the Massif Central , the Morvan , the Vosges and Ardennes ranges and the island of Corsica were formed. These massifs delineate several sedimentary basins such as the Aquitaine Basin in the southwest and the Paris Basin in the north. Various routes of natural passage, such as the Rhône Valley , allow easy communication. The Alpine, Pyrenean and Jura mountains are much younger and have less eroded forms. At 4,810.45 metres (15,782 ft) above sea level, Mont Blanc , located in
12220-405: The House of Plantagenet , rulers of the County of Anjou , established its dominion over the surrounding provinces of Maine and Touraine , then built an "empire" from England to the Pyrenees , covering half of modern France. Tensions between France and the Plantagenet empire would last a hundred years, until Philip II of France conquered, between 1202 and 1214, most continental possessions of
12408-406: The Madrid train bombings in 2004 . Opération Chammal , France's military efforts to contain ISIS , killed over 1,000 ISIS troops between 2014 and 2015. The vast majority of France's territory and population is situated in Western Europe and is called Metropolitan France . It is bordered by the North Sea in the north, the English Channel in the northwest, the Atlantic Ocean in the west and
12596-402: The Mediterranean Sea in the southeast. Its land borders consist of Belgium and Luxembourg in the northeast, Germany and Switzerland in the east, Italy and Monaco in the southeast, and Andorra and Spain in the south and southwest. Except for the northeast, most of France's land borders are roughly delineated by natural boundaries and geographic features: to the south and southeast,
12784-469: The North Sea . Its eighteen integral regions (five of which are overseas) span a combined area of 643,801 km (248,573 sq mi) and have a total population of 68.4 million as of January 2024 . France is a semi-presidential republic with its capital in Paris , the country's largest city and main cultural and commercial centre. Metropolitan France was settled during the Iron Age by Celtic tribes known as Gauls before Rome annexed
12972-459: The Popular Front government (e.g., annual leave , eight-hour workdays , women in government ). In 1940, France was invaded and quickly defeated by Nazi Germany . France was divided into a German occupation zone in the north, an Italian occupation zone and an unoccupied territory, the rest of France, which consisted of the southern France and the French empire. The Vichy government , an authoritarian regime collaborating with Germany, ruled
13160-488: The Seven Years' War (1756–1763). Its European territory kept growing, however, with acquisitions such as Lorraine and Corsica . Louis XV's weak rule, including the decadence of his court, discredited the monarchy, which in part paved the way for the French Revolution . Louis XVI (r. 1774–1793) supported America with money, fleets and armies , helping them win independence from Great Britain . France gained revenge, but verged on bankruptcy—a factor that contributed to
13348-421: The Thirty Years' War and further increased its influence during the reign of Louis XIV . The French Revolution of 1789 overthrew the Ancien Régime and produced the Declaration of the Rights of Man , which expresses the nation's ideals to this day. France reached its political and military zenith in the early 19th century under Napoleon Bonaparte , subjugating part of continental Europe and establishing
13536-628: The Tulip Bulb Bubble in the Dutch Republic ) in the 17th century, which set the development of companies in the two leading jurisdictions back by over a century in popular estimation. Companies returned to the forefront of commerce, although in England to circumvent the Bubble Act 1720 investors had reverted to trading the stock of unincorporated associations, until it was repealed in 1825. However,
13724-410: The board of directors , what duties directors owe to the company or when a company must be dissolved as it approaches bankruptcy. Examples of rules that members of a company would be allowed to change and choose could include, what kind of procedure general meetings should follow, when dividends get paid out, or how many members (beyond a minimum set out in the law) can amend the constitution. Usually,
13912-426: The common law of England , and has evolved significantly in the 20th century. In common law countries today, the most commonly addressed forms are: The proprietary limited company is a statutory business form in several countries, including Australia . Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Examples are the limited liability company (LLC) and
14100-439: The community , and the environment interact with one another. Whilst the term company or business law is colloquially used interchangeably with corporate law, the term business law mostly refers to wider concepts of commercial law , that is the law relating to commercial and business related purposes and activities. In some cases, this may include matters relating to corporate governance or financial law . When used as
14288-406: The limited liability limited partnership (LLLP) in the United States. Other types of business organizations, such as cooperatives , credit unions and publicly owned enterprises, can be established with purposes that parallel, supersede, or even replace the profit maximization mandate of business corporations. There are various types of company that can be formed in different jurisdictions, but
14476-675: The official language of France and Europe's aristocracy. France became rivals of the House of Habsburg during the Italian Wars , which would dictate much of their later foreign policy until the mid-18th century. French explorers claimed lands in the Americas, paving expansion of the French colonial empire . The rise of Protestantism led France to a civil war known as the French Wars of Religion . This forced Huguenots to flee to Protestant regions such as
14664-508: The 1970s France faced an economic crisis and allowed new immigrants (mostly from the Maghreb , in northwest Africa) to permanently settle in France with their families and acquire citizenship. It resulted in hundreds of thousands of Muslims living in subsidised public housing and suffering from high unemployment rates. The government had a policy of assimilation of immigrants, where they were expected to adhere to French values and norms. Since
14852-510: The 19th century and municipalities ) are considered to be corporations ( 法人 , hōjin ) . Non-profit corporations may be established under the Civil Code . The term "company" ( 会社 , kaisha ) or (企業 kigyō ) is used to refer to business corporations. The predominant form is the Kabushiki gaisha (株式会社), used by public corporations as well as smaller enterprises. Mochibun kaisha (持分会社),
15040-599: The 200 years of the Crusades, in such a fashion that the Arabs referred to crusaders as Franj . French Crusaders imported French into the Levant , making Old French the base of the lingua franca ("Frankish language") of the Crusader states . The Albigensian Crusade was launched in 1209 to eliminate the heretical Cathars in the southwest of modern-day France. From the 11th century,
15228-646: The 4th century, a period of revival and prosperity. In 312, Emperor Constantine I converted to Christianity . Christians, who had been persecuted, increased. But from the 5th century, the Barbarian Invasions resumed. Teutonic tribes invaded the region, the Visigoths settling in the southwest, the Burgundians along the Rhine River Valley, and the Franks in the north. In Late antiquity , ancient Gaul
15416-805: The Alps on the France–Italy border , is the highest point in Western Europe. Although 60% of municipalities are classified as having seismic risks (though moderate). The coastlines offer contrasting landscapes: mountain ranges along the French Riviera , coastal cliffs such as the Côte d'Albâtre , and wide sandy plains in the Languedoc . Corsica lies off the Mediterranean coast. France has an extensive river system consisting of
15604-562: The Atlantic Ocean. Other water courses drain towards the Meuse and Rhine along the northeastern borders. France has 11,000,000 km (4,200,000 sq mi) of marine waters within three oceans under its jurisdiction, of which 97% are overseas. France was one of the first countries to create an environment ministry, in 1971. France is ranked 19th by carbon dioxide emissions due to the country's heavy investment in nuclear power following
15792-621: The Christian Gallo-Roman culture , and ancient Gaul was renamed Francia ("Land of the Franks"). The Germanic Franks adopted Romanic languages . Clovis made Paris his capital and established the Merovingian dynasty , but his kingdom would not survive his death. The Franks treated land as a private possession and divided it among their heirs, so four kingdoms emerged from that of Clovis: Paris, Orléans , Soissons , and Rheims . The last Merovingian kings lost power to their mayors of
15980-518: The Exchequer held that such clauses bound people who have notice of them. Four years later, the Joint Stock Companies Act 1856 provided for limited liability for all joint-stock companies provided, among other things, that they included the word "limited" in their company name. The landmark case of Salomon v A Salomon & Co Ltd established that a company with legal liability, not being
16168-563: The Franks is related to the English word frank ("free"): the latter stems from the Old French franc ("free, noble, sincere"), and ultimately from the Medieval Latin word francus ("free, exempt from service; freeman, Frank"), a generalisation of the tribal name that emerged as a Late Latin borrowing of the reconstructed Frankish endonym * Frank . It has been suggested that
16356-521: The Franks". Later kings expanded their directly possessed domaine royal to cover over half of modern France by the 15th century. Royal authority became more assertive, centred on a hierarchically conceived society distinguishing nobility , clergy, and commoners . The nobility played a prominent role in Crusades to restore Christian access to the Holy Land . French knights made up most reinforcements in
16544-464: The French government's longtime historical association with the Catholic Church , Charlemagne tried to revive the Western Roman Empire and its cultural grandeur. Charlemagne's son, Louis I kept the empire united, however in 843, it was divided between Louis' three sons, into East Francia , Middle Francia and West Francia . West Francia approximated the area occupied by modern France and
16732-688: The Pyrenees and the Alps and the Jura, respectively, and to the east, the Rhine river. Metropolitan France includes various coastal islands, of which the largest is Corsica . Metropolitan France is situated mostly between latitudes 41° and 51° N , and longitudes 6° W and 10° E , on the western edge of Europe, and thus lies within the northern temperate zone. Its continental part covers about 1000 km from north to south and from east to west. Metropolitan France covers 551,500 square kilometres (212,935 sq mi),
16920-516: The Revolution. Some of the Enlightenment occurred in French intellectual circles, and scientific breakthroughs, such as the naming of oxygen (1778) and the first hot air balloon carrying passengers (1783), were achieved by French scientists. French explorers took part in the voyages of scientific exploration through maritime expeditions. Enlightenment philosophy, in which reason is advocated as
17108-606: The Romans in the Battle of the Allia , and besieged and ransomed Rome. This left Rome weakened, and the Gauls continued to harass the region until 345 BC when they entered into a peace treaty. But the Romans and the Gauls remained adversaries for centuries. Around 125 BC, the south of Gaul was conquered by the Romans, who called this region Provincia Nostra ("Our Province"), which evolved into Provence in French. Julius Caesar conquered
17296-502: The United States, a company may or may not be a separate legal entity, and is often used synonymous with "firm" or "business." According to Black's Law Dictionary , in America a company means "a corporation — or, less commonly, an association, partnership or union — that carries on industrial enterprise." Other types of business associations can include partnerships (in the UK governed by the Partnership Act 1890), or trusts (such as
17484-422: The United States, has begun to discuss corporate governance in the terms of management science . While post-war discourse centred on how to achieve effective "corporate democracy" for shareholders or other stakeholders, many scholars have shifted to discussing the law in terms of principal–agent problems . On this view, the basic issue of corporate law is that when a "principal" party delegates his property (usually
17672-561: The altering or extinguishing of the corporation. If unable to discharge its debts in a timely manner, a corporation may end up on bankruptcy liquidation. Liquidation is the normal means by which a company's existence is brought to an end. It is also referred to (either alternatively or concurrently) in some jurisdictions as winding up or dissolution . Liquidations generally come in two forms — either compulsory liquidations (sometimes called creditors' liquidations ) and voluntary liquidations (sometimes called members' liquidations , although
17860-612: The amount of capital they had invested. The beginning of modern company law came when the two pieces of legislation were codified under the Joint Stock Companies Act 1856 at the behest of the then Vice President of the Board of Trade, Mr Robert Lowe . That legislation shortly gave way to the railway boom, and from there the numbers of companies formed soared. In the later nineteenth century depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion
18048-677: The area in 51 BC, leading to a distinct Gallo-Roman culture . In the Early Middle Ages , the Franks formed the Kingdom of Francia , which became the heartland of the Carolingian Empire . The Treaty of Verdun of 843 partitioned the empire, with West Francia evolving into the Kingdom of France . In the High Middle Ages , France was a powerful but decentralized feudal kingdom, but from
18236-450: The balance of power between the board of directors and the members of the company. Authority is given or "delegated" to the board to manage the company for the success of the investors. Certain specific decision rights are often reserved for shareholders, where their interests could be fundamentally affected. There are necessarily rules on when directors can be removed from office and replaced. To do that, meetings need to be called to vote on
18424-411: The board is "classified", meaning that directors only come up for re-appointment on different years. If the board is classified, then directors cannot be removed unless there is gross misconduct. Director's autonomy from shareholders is seen further in §216 DGCL, which allows for plurality voting and §211(d) which states shareholder meetings can only be called if the constitution allows for it. The problem
18612-402: The board of directors in a company. In most jurisdictions, directors owe strict duties of good faith , as well as duties of care and skill, to safeguard the interests of the company and the members. In many developed countries outside the English speaking world, company boards are appointed as representatives of both shareholders and employees to " codetermine " company strategy. Corporate law
18800-504: The climate became milder; from approximately 7,000 BC, this part of Western Europe entered the Neolithic era, and its inhabitants became sedentary . After demographic and agricultural development between the 4th and 3rd millennia BC, metallurgy appeared , initially working gold, copper and bronze , then later iron . France has numerous megalithic sites from the Neolithic, including
18988-445: The closest recognizable ancestors of the modern company did not appear until the 16th century. With increasing international trade, Royal charters were granted in Europe (notably in England and Holland ) to merchant adventurers. The Royal charters usually conferred special privileges on the trading company (including, usually, some form of monopoly ). Originally, traders in these entities traded stock on their own account, but later
19176-427: The common law, whilst a shareholder is often colloquially referred to as the owner of the company - it is clear that the shareholder is not an owner of the company but makes the shareholder a member of the company and entitles them to enforce the provisions of the company's constitution against the company and against other members. A share is an item of property, and can be sold or transferred. Shares also normally have
19364-544: The company debts that extend beyond the company's ability to pay up to the amount of them. The earliest records of joint-stock companies appear in China during the Tang and Song dynasties . The Tang dynasty saw the development of the heben , the earliest form of joint stock company with an active partner and one or two passive investors. By the Song dynasty this had expanded into the douniu ,
19552-465: The company financially exposed. Often this extends to prohibiting a company from providing financial assistance for the purchase of its own shares. Events such as mergers, acquisitions, insolvency, or the commission of a crime affect the corporate form . In addition to the creation of the corporation, and its financing, these events serve as a transition phase into either dissolution, or some other material shift. A merger or acquisition can often mean
19740-480: The company if a vacancy occurs, but that is uncommon. A joint-stock company also differs from other company forms, as it lacks internal ownership (hence its shareholders). This means that although the shareholder(s) in the joint-stock company may also work for the company as employees or by contract, when they act as shareholders they are always exterior to the company, which may help keep ownership business-oriented and impersonal. Provided sales and assets exist within
19928-519: The company profits. Closely held companies often have a better relationship with workers. In larger, publicly traded companies, often after only one bad year, the first area to feel the effects is the workforce with layoffs or worker hours, wages or benefits being cut. Again, in a closely held business the shareholders can incur the profit damage rather than passing it to the workers. The affairs of publicly traded and closely held corporations are similar in many respects. The main difference in most countries
20116-541: The company through a board of directors which, in turn, typically delegates control of the corporation's day-to-day operations to a full-time executive . Shareholders' losses, in the event of liquidation, are limited to their stake in the corporation, and they are not liable for any remaining debts owed to the corporation's creditors. This rule is called limited liability , and it is why the names of corporations end with " Ltd. " or some variant such as " Inc. " or " plc ." Under almost all legal systems corporations have much
20304-412: The company to incur a loss. In many jurisdictions, where a company continues to trade despite foreseeable bankruptcy , the directors can be forced to account for trading losses personally. Directors are also strictly charged to exercise their powers only for a proper purpose. For instance, were a director to issue a large number of new shares, not for the purposes of raising capital but in order to defeat
20492-635: The company's objects , and the extent of the objects are referred to as the company's capacity . If an activity fell outside the company's capacity it was said to be ultra vires and void . By way of distinction, the organs of the company were expressed to have various corporate powers . If the objects were the things that the company was able to do, then the powers were the means by which it could do them. Usually expressions of powers were limited to methods of raising capital, although from earlier times distinctions between objects and powers have caused lawyers difficulty. Most jurisdictions have now modified
20680-420: The company's activities with the outside world. It states which objects the company is meant to follow (e.g. "this company makes automobiles") and specifies the authorised share capital of the company. The articles of association (or by-laws ) is the secondary document, and will generally regulate the company's internal affairs and management, such as procedures for board meetings, dividend entitlements etc. In
20868-414: The company's constitution. The standard of skill and care that a director owes is usually described as acquiring and maintaining sufficient knowledge and understanding of the company's business to enable him to properly discharge his duties. This duty enables the company to seek compensation from its director if it can be proved that a director has not shown reasonable skill or care which in turn has caused
21056-407: The company's management and business is the board of directors , but in many jurisdictions other officers can be appointed too. The board of directors is normally elected by the members, and the other officers are normally appointed by the board. These agents enter into contracts on behalf of the company with third parties. Although the company's agents owe duties to the company (and, indirectly, to
21244-487: The company's name, equivalent to the British public limited company. The "Ltda." is mainly governed by the new Civil Code, enacted in 2002, and the "SA", by Law 6.404, dated December 15, 1976, as amended. In Bosnia and Herzegovina , a joint-stock company is called: The specified form of organization means that the company ( private or state-owned ) is organized on the Bosnian market (Federation of BiH and RS entity level) as
21432-469: The company, a joint-stock company is effectively a forum for three- party trading: Owners, i.e. shareholders, are seeking financial funds (profits) and offer economic assets, in the form of capital. Employees, contractors and other contracted parties seek compensation and offer labor for this. Utilisers, ie customers, clients and other stakeholders, seek products and services, and offer financial funds for this. The shareholders are usually not liable for any of
21620-407: The company. Often, that blow is enough to make a small public company fail. Often, communities benefit from a closely held company more so than from a public company. A closely held company is far more likely to stay in a single place that has treated it well even if that means going through hard times. Shareholders can incur some of the damage the company may receive from a bad year or slow period in
21808-789: The constitutional July Monarchy ; French troops began the conquest of Algeria . Unrest led to the French Revolution of 1848 and the end of the July Monarchy. The abolition of slavery and introduction of male universal suffrage was re-enacted in 1848. In 1852, president of the French Republic, Louis-Napoléon Bonaparte , Napoleon I's nephew, was proclaimed emperor of the Second Empire , as Napoleon III. He multiplied French interventions abroad, especially in Crimea , Mexico and Italy . Napoleon III
21996-508: The corporate constitution is by means of voting trusts , although these are relatively uncommon outside the United States and certain offshore jurisdictions . Some jurisdictions consider the company seal to be a part of the "constitution" (in the loose sense of the word) of the company, but the requirement for a seal has been abrogated by legislation in most countries. The most important rules for corporate governance are those concerning
22184-530: The corporation's profits, while dividends are not taxed (for example, S corporations in the US). The institution most often referenced by the word "corporation" is publicly traded , which means that the company's shares are traded on a public stock exchange (for example, the New York Stock Exchange or Nasdaq in the United States) whose shares of stock of corporations are bought and sold by and to
22372-517: The corporation, the very ego and centre of the personality of the corporation. This 'directing will' is embodied in a corporate Board of Directors. The legal personality has two economic implications. It grants creditors (as opposed to shareholders or employees) priority over the corporate assets upon liquidation. Second, corporate assets cannot be withdrawn by its shareholders, and assets of the firm cannot be taken by personal creditors of its shareholders. The second feature requires special legislation and
22560-725: The country's statutes: in the US, usually the Delaware General Corporation Law (DGCL); in the UK, the Companies Act 2006 (CA 2006); in Germany, the Aktiengesetz (AktG) and the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbH-Gesetz, GmbHG). The law will set out which rules are mandatory, and which rules can be derogated from. Examples of important rules which cannot be derogated from would usually include how to fire
22748-492: The course of the defeat in the Algerian War . The current Fifth Republic was formed in 1958 by Charles de Gaulle . Algeria and most French colonies became independent in the 1960s, with the majority retaining close economic and military ties with France . France retains its centuries-long status as a global centre of art , science , and philosophy . It hosts the fourth-largest number of UNESCO World Heritage Sites and
22936-409: The court will look beyond the corporate form where the corporation is a sham or perpetuating a fraud. The most commonly cited examples are: Historically, because companies are artificial persons created by operation of law, the law prescribed what the company could and could not do. Usually this was an expression of the commercial purpose which the company was formed for, and came to be referred to as
23124-563: The dealings it describes are perhaps more complex than those practiced a century earlier, it essentially deals with a kind of investment and division of profits that for sure would have been made in the twelfth if not also the eleventh century: a four-party partnership that collectively made an investment (of 424,000 strings of cash) in a Chinese trading venture to southeast Asia. Each party's original investment consisted of precious metals like silver and gold and commodities like salt, paper, and monk certificates (and their accruing tax exemption). Yet
23312-515: The economic crisis. In the UK, the right of members to remove directors by a simple majority is assured under s.168 CA 2006 Moreover, Art.21 of the Model Articles requires a third of the board to put themselves up for re-election every year (in effect creating maximum three year terms). 10% of shareholders can demand a meeting any time, and 5% can if it has been a year since the last one (s.303 CA 2006). In Germany, where employee participation creates
23500-516: The empire, leaving England and Aquitaine to the Plantagenets. Charles IV the Fair died without an heir in 1328. The crown passed to Philip of Valois , rather than Edward of Plantagenet, who became Edward III of England . During the reign of Philip, the monarchy reached the height of its medieval power. However Philip's seat on the throne was contested by Edward in 1337, and England and France entered
23688-594: The ensuing uprising of European monarchies against his rule, Napoleon was defeated. About a million Frenchmen died during the Napoleonic Wars . After his brief return from exile, Napoleon was finally defeated in 1815 at the Battle of Waterloo , and the Bourbon monarchy was restored with new constitutional limitations. The discredited Bourbon dynasty was overthrown by the July Revolution of 1830, which established
23876-463: The event of any inconsistency, the memorandum prevails and in the United States only the memorandum is publicised. In civil law jurisdictions, the company's constitution is normally consolidated into a single document, often called the charter . It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders' agreements , whereby they agree to exercise their membership rights in
24064-432: The exercise of their rights, minority shareholders usually have to accept that, because of the limits of their voting rights, they cannot direct the overall control of the company and must accept the will of the majority (often expressed as majority rule ). However, majority rule can be iniquitous, particularly where there is one controlling shareholder. Accordingly, a number of exceptions have developed in law in relation to
24252-582: The forefront of the development of a supranational European Union , notably by signing the Maastricht Treaty in 1992, establishing the eurozone in 1999 and signing the Treaty of Lisbon in 2007. France has fully reintegrated into NATO and since participated in most NATO-sponsored wars. Since the 19th century, France has received many immigrants , often male foreign workers from European Catholic countries who generally returned home when not employed. During
24440-823: The four major rivers Seine , the Loire , the Garonne , the Rhône and their tributaries, whose combined catchment includes over 62% of the metropolitan territory. The Rhône divides the Massif Central from the Alps and flows into the Mediterranean Sea at the Camargue . The Garonne meets the Dordogne just after Bordeaux, forming the Gironde estuary , the largest estuary in Western Europe which after approximately 100 kilometres (62 mi) empties into
24628-655: The general principle of majority rule. Through the operational life of the corporation, perhaps the most crucial aspect of corporate law relates to raising capital for the business to operate. The law, as it relates to corporate finance, not only provides the framework for which a business raises funds - but also provides a forum for principles and policies which drive the fundraising, to be taken seriously. Two primary methods of financing exists with regard to corporate financing, these are: Each has relative advantages and disadvantages, both at law and economically. Additional methods of raising capital necessary to finance its operations
24816-590: The general public. Most of the largest businesses in the world are publicly traded corporations. However, the majority of corporations are privately held , or closely held, so there is no ready market for the trading of shares. Many such corporations are owned and managed by a small group of businesspeople or companies, but the size of such a corporation can be as vast as the largest public corporations. Closely held corporations have some advantages over publicly traded corporations. A small, closely held company can often make company-changing decisions much more rapidly than
25004-418: The internal management of the company was being conducted properly, and the rule has now been codified into statute in most countries. Accordingly, companies will normally be liable for all the act and omissions of their officers and agents. This will include almost all torts , but the law relating to crimes committed by companies is complex, and varies significantly between countries. Corporate governance
25192-447: The introduction of general corporation law. The oldest corporation in Canada is the Hudson's Bay Company ; though its business has always been based in Canada, its Royal Charter was issued in England by King Charles II in 1670, and became a Canadian charter by amendment in 1970 when it moved its corporate headquarters from London to Canada. Federally recognized corporations are regulated by
25380-445: The issues. How easily the constitution can be amended and by whom necessarily affects the relations of power. It is a principle of corporate law that the directors of a company have the right to manage. This is expressed in statute in the DGCL , where §141(a) states, (a) The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of
25568-531: The largest among European Union members. France's total land area, with its overseas departments and territories (excluding Adélie Land ), is 643,801 km (248,573 sq mi), 0.45% of the total land area on Earth. France possesses a wide variety of landscapes, from coastal plains in the north and west to mountain ranges of the Alps in the southeast, the Massif Central in the south-central and Pyrenees in
25756-459: The meaning "free" was adopted because, after the conquest of Gaul , only Franks were free of taxation, or more generally because they had the status of freemen in contrast to servants or slaves. The etymology of *Frank is uncertain. It is traditionally derived from the Proto-Germanic word * frankōn , which translates as "javelin" or "lance" (the throwing axe of the Franks was known as
25944-491: The members came to operate on joint account and with joint stock, and the new Joint stock company was born. Early companies were purely economic ventures; it was only a belatedly established benefit of holding joint stock that the company's stock could not be seized for the debts of any individual member. The development of company law in Europe was hampered by two notorious "bubbles" (the South Sea Bubble in England and
26132-527: The mid-14th to the mid-15th centuries, France was plunged into a dynastic conflict with England known as the Hundred Years' War . In the 16th century, the French Renaissance saw culture flourish and a French colonial empire rise. Internally, France was dominated by the conflict with the House of Habsburg and the French Wars of Religion between Catholics and Huguenots . France was successful in
26320-400: The most common forms of company are: There are, however, many specific categories of corporations and other business organizations which may be formed in various countries and jurisdictions throughout the world. One of the key legal features of corporations are their separate legal personality, also known as "personhood" or being "artificial persons". However, the separate legal personality
26508-582: The most-used language in diplomacy, science, and literature until the 20th century. France took control of territories in the Americas, Africa and Asia. In 1685, Louis XIV revoked the Edict of Nantes , forcing thousands of Huguenots into exile and published the Code Noir providing the legal framework for slavery and expelling Jews from French colonies. Under the wars of Louis XV (r. 1715–1774), France lost New France and most Indian possessions after its defeat in
26696-517: The need for greater boardroom stability, §84(3) AktG states that management board directors can only be removed by the supervisory board for an important reason ( ein wichtiger Grund ) though this can include a vote of no-confidence by the shareholders. Terms last for five years, unless 75% of shareholders vote otherwise. §122 AktG lets 10% of shareholders demand a meeting. In the US, Delaware lets directors enjoy considerable autonomy. §141(k) DGCL states that directors can be removed without any cause, unless
26884-454: The newly established kingdoms. These victories led to the worldwide expansion of French revolutionary ideals and reforms, such as the metric system , Napoleonic Code and Declaration of the Rights of Man. In 1812 Napoleon attacked Russia , reaching Moscow. Thereafter his army disintegrated through supply problems, disease, Russian attacks, and finally winter. After this catastrophic campaign and
27072-418: The number of shares owned. It furthermore creates an inducement to new investors (marketable stocks and future stock issuance). Corporate statutes typically empower corporations to own property, sign binding contracts, and pay taxes in a capacity separate from that of its shareholders, who are sometimes referred to as "members". The corporation is also empowered to borrow money, both conventionally and directly to
27260-501: The off-and-on Hundred Years' War . Boundaries changed, but landholdings inside France by English Kings remained extensive for decades. With charismatic leaders, such as Joan of Arc , French counterattacks won back most English continental territories. France was struck by the Black Death , from which half of the 17 million population died. The French Renaissance saw cultural development and standardisation of French, which became
27448-602: The order and was separate and distinct from him. And in Macaura v. Northern Assurance Co Ltd a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed. Separate legal personality allows corporate groups flexibility in relation to tax planning, and management of overseas liability. For instance in Adams v. Cape Industries plc it
27636-464: The palace (head of household). One mayor of the palace, Charles Martel , defeated an Umayyad invasion of Gaul at the Battle of Tours (732). His son, Pepin the Short , seized the crown of Francia from the weakened Merovingians and founded the Carolingian dynasty . Pepin's son, Charlemagne , reunited the Frankish kingdoms and built an empire across Western and Central Europe . Proclaimed Holy Roman Emperor by Pope Leo III and thus establishing
27824-435: The partnership, all business forms are designed to provide limited liability to both members of the organization and external investors. Business organizations originated with agency law , which permits an agent to act on behalf of a principal, in exchange for the principal assuming equal liability for the wrongful acts committed by the agent. For this reason, all partners in a typical general partnership may be held liable for
28012-453: The position by statute, and companies generally have capacity to do all the things that a natural person could do, and power to do it in any way that a natural person could do it. However, references to corporate capacity and powers have not quite been consigned to the dustbin of legal history. In many jurisdictions, directors can still be liable to their shareholders if they cause the company to engage in businesses outside its objects, even if
28200-436: The possibility of registering joint-stock companies without limited liability. In the United Kingdom and in other countries that have adopted its model of company law, they are known as unlimited companies . A joint-stock company is an artificial person; it has legal existence separate from persons composing it. It can sue and can be sued in its own name. It is created by law, established for commercial purposes, and comprises
28388-506: The primary source of legitimacy , undermined the power of and support for the monarchy and was a factor in the Revolution. The French Revolution was a period of political and societal change that began with the Estates General of 1789 , and ended with the coup of 18 Brumaire in 1799 and the formation of the French Consulate . Many of its ideas are fundamental principles of liberal democracy , while its values and institutions remain central to modern political discourse. Its causes were
28576-413: The privileges and advantages thereby granted. As a result of the rapid expansion of capital-intensive enterprises in the course of the Industrial Revolution in Europe and the United States, many businesses came to be operated as unincorporated associations or extended partnerships , with large numbers of members. Nevertheless, membership of such associations was usually for a short term so their nature
28764-430: The process of obtaining Royal charters was insufficient to keep up with demand. In England there was a lively trade in the charters of defunct companies. It was not until the Joint Stock Companies Act 1844 that the first equivalent of modern companies, formed by registration, appeared. Soon after came the Limited Liability Act 1855 , which in the event of a company's bankruptcy limited the liability of all shareholders to
28952-412: The proportion of shares held. Divisions were usually cash, but when working capital was low and detrimental to the survival of the company, divisions were either postponed or paid out in remaining cargo, which could be sold by shareholders for profit. However, in general, incorporation was possible by royal charter or private act , and it was limited because of the government's jealous protection of
29140-416: The public limited company is called akciová společnost ( a.s. ) and its private counterpart is called společnost s ručením omezeným ( s.r.o. ). Their Slovak equivalents are called akciová spoločnosť ( a.s. ) and spoločnosť s ručením obmedzeným ( s.r.o. ). Germany , Austria , Switzerland and Liechtenstein recognize two forms of company limited by shares:
29328-416: The public, by issuing interest-bearing bonds. Corporations subsist indefinitely; "death" comes only by absorption (takeover) or bankruptcy. According to Lord Chancellor Haldane , ...a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of
29516-421: The recipient of the dividend to be entitled to a tax credit to address the fact that the profits represented by the dividend have already been taxed. The company profit being passed on is thus effectively taxed only at the rate of tax paid by the eventual recipient of the dividend. In other systems, dividends are taxed at a lower rate than other income (for example, in the US), or shareholders are taxed directly on
29704-413: The remainder of Gaul and overcame a revolt by Gallic chieftain Vercingetorix in 52 BC. Gaul was divided by Augustus into provinces and many cities were founded during the Gallo-Roman period , including Lugdunum (present-day Lyon ), the capital of the Gauls. In 250–290 AD, Roman Gaul suffered a crisis with its fortified borders attacked by barbarians . The situation improved in the first half of
29892-399: The revolt was a political failure (the Gaullist party emerged stronger than before) it announced a split between the French and de Gaulle, who resigned. In the post-Gaullist era, France remained one of the most developed economies in the world but faced crises that resulted in high unemployment rates and increasing public debt. In the late 20th and early 21st centuries, France has been at
30080-616: The same legal rights and obligations as individuals. In some jurisdictions, this extends to allow corporations to exercise human rights against real individuals and the state, and they may be responsible for human rights violations. Just as they are "born" into existence through its members obtaining a certificate of incorporation , they can "die" when they lose money into insolvency . Corporations can even be convicted of criminal offences, such as corporate fraud and corporate manslaughter . Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece ,
30268-436: The second-largest behind the British Empire . Including metropolitan France, the total area reached almost 13 million square kilometres in the 1920s and 1930s, 9% of the world's land. Known as the Belle Époque , the turn of the century was characterised by optimism, regional peace, economic prosperity and technological, scientific and cultural innovations. In 1905, state secularism was officially established . France
30456-442: The shareholder's capital, but also the employee's labour) into the control of an "agent" (i.e. the director of the company) there is the possibility that the agent will act in his own interests, be "opportunistic", rather than fulfill the wishes of the principal. Reducing the risks of this opportunism, or the "agency cost", is said to be central to the goal of corporate law. The rules for corporations derive from two sources. These are
30644-456: The shareholders) to exercise those powers for a proper purpose, generally speaking third parties' rights are not impugned if it transpires that the officers were acting improperly. Third parties are entitled to rely on the ostensible authority of agents held out by the company to act on its behalf. A line of common law cases reaching back to Royal British Bank v Turquand established in common law that third parties were entitled to assume that
30832-437: The so-called Holzmüller-Doktrin . Probably the most fundamental guarantee that directors will act in the members' interests is that they can easily be sacked. During the Great Depression , two Harvard scholars, Adolf Berle and Gardiner Means wrote The Modern Corporation and Private Property , an attack on American law which failed to hold directors to account, and linked the growing power and autonomy of directors to
31020-421: The southwest. Due to its numerous overseas departments and territories scattered across the planet, France possesses the second-largest exclusive economic zone (EEZ) in the world, covering 11,035,000 km (4,261,000 sq mi). Its EEZ covers approximately 8% of the total surface of all the EEZs of the world. Metropolitan France has a wide variety of topographical sets and natural landscapes. During
31208-488: The state and reinforced royal power. He destroyed castles of defiant lords and denounced the use of private armies. By the end of the 1620s, Richelieu established "the royal monopoly of force". France fought in the Thirty Years' War , supporting the Protestant side against the Habsburgs. From the 16th to the 19th century, France was responsible for about 10% of the transatlantic slave trade . During Louis XIV 's minority, trouble known as The Fronde occurred. This rebellion
31396-425: The statute will set out model articles , which the corporation's constitution will be assumed to have if it is silent on a bit of particular procedure. The United States, and a few other common law countries, split the corporate constitution into two separate documents (the UK got rid of this in 2006). The memorandum of association (or articles of incorporation ) is the primary document, and will generally regulate
31584-614: The theory of corporations . Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership , capital market , and business culture rules differ, similar legal characteristics and legal problems exist across many jurisdictions. Corporate law regulates how corporations , investors , shareholders , directors , employees , creditors , and other stakeholders such as consumers ,
31772-402: The transactions are still valid as between the company and the third party. And many jurisdictions also still permit transactions to be challenged for lack of " corporate benefit ", where the relevant transaction has no prospect of being for the commercial benefit of the company or its shareholders. As artificial persons, companies can only act through human agents. The main agent who deals with
31960-447: The two types having different voting and/or economic rights. It might provide that preference shareholders shall each receive a cumulative preferred dividend of a certain amount per annum, but the ordinary shareholders shall receive everything else. Corporations will structure capital raising in this way in order to appeal to different lenders in the market by providing different incentives for investment. The total value of issued shares in
32148-424: The unoccupied territory. Free France , the government-in-exile led by Charles de Gaulle , was set up in London. From 1942 to 1944, about 160,000 French citizens, including around 75,000 Jews , were deported to death and concentration camps . On 6 June 1944, the Allies invaded Normandy , and in August they invaded Provence . The Allies and French Resistance emerged victorious, and French sovereignty
32336-427: The value of their individual investments varied considerably, as much as eightfold. Likewise, each party's share of the profits varied greatly, evidently in proportion to its overall share in the total investment. While social and family ties may have shaped the circle of potential coinvestors, they affected little, if at all, an investor's eventual share of the profits, or losses. Finding the earliest joint-stock company
32524-423: The world . Metropolitan France shares borders with Belgium and Luxembourg to the north, Germany to the northeast, Switzerland to the east, Italy and Monaco to the southeast, Andorra and Spain to the south, and a maritime border with the United Kingdom to the northwest. Its metropolitan area extends from the Rhine to the Atlantic Ocean and from the Mediterranean Sea to the English Channel and
32712-470: The wrongs committed by one partner. Those forms that provide limited liability are able to do so because the state provides a mechanism by which businesses that follow certain guidelines will be able to escape the full liability imposed under agency law. The state provides these forms because it has an interest in the strength of the companies that provide jobs and services therein, but also has an interest in monitoring and regulating their behaviour. Members of
32900-401: Was invaded by Germany and defended by Great Britain at the start of World War I in August 1914. A rich industrial area in the north was occupied. France and the Allies emerged victorious against the Central Powers at tremendous human cost. It left 1.4 million French soldiers dead, 4% of its population. Interwar was marked by intense international tensions and social reforms introduced by
33088-410: Was a founding member of NATO and attempted to regain control of French Indochina , but was defeated by the Viet Minh in 1954. France faced another anti-colonialist conflict in Algeria , then part of France and home to over one million European settlers ( Pied-Noir ). The French systematically used torture and repression, including extrajudicial killings to keep control. This conflict nearly led to
33276-402: Was constantly changing. Consequently, registration and incorporation of companies, without specific legislation, was introduced by the Joint Stock Companies Act 1844 . Initially, companies incorporated under this Act did not have limited liability, but it became common for companies to include a limited liability clause in their internal rules. In the case of Hallett v Dowdall , the Court of
33464-451: Was divided into Germanic kingdoms and a remaining Gallo-Roman territory. Celtic Britons , fleeing the Anglo-Saxon settlement of Britain , settled in west Armorica ; the Armorican peninsula was renamed Brittany and Celtic culture was revived. The first leader to unite all Franks was Clovis I , who began his reign as king of the Salian Franks in 481, routing the last forces of the Roman governors in 486. Clovis said he would be baptised
33652-479: Was driven by feudal lords and sovereign courts as a reaction to the royal absolute power . The monarchy reached its peak during the 17th century and reign of Louis XIV. By turning lords into courtiers at the Palace of Versailles , his command of the military went unchallenged. The "Sun King" made France the leading European power. France became the most populous European country and had tremendous influence over European politics, economy, and culture. French became
33840-405: Was executed in January 1793. After another revolt in June 1793 , the constitution was suspended and power passed from the National Convention to the Committee of Public Safety . About 16,000 people were executed in a Reign of Terror , which ended in July 1794 . Weakened by external threats and internal opposition, the Republic was replaced in 1795 by the Directory . Four years later in 1799,
34028-441: Was granted in 1555. The most notable joint-stock company from the British Isles was the East India Company , which was granted a royal charter by Queen Elizabeth I on December 31, 1600 with the intention of establishing trade on the Indian subcontinent . The charter effectively granted the newly formed Honourable East India Company a fifteen-year monopoly on all English trade in the East Indies . Soon afterwards, in 1602,
34216-446: Was held that victims of asbestos poisoning at the hands of an American subsidiary could not sue the English parent in tort. Whilst academic discussion highlights certain specific situations where courts are generally prepared to " pierce the corporate veil ", to look directly at, and impose liability directly on the individuals behind the company; the actual practice of piercing the corporate veil is, at English law, non-existent. However,
34404-414: Was its precursor. During the 9th and 10th centuries, threatened by Viking invasions , France became a decentralised state: the nobility's titles and lands became hereditary, and authority of the king became more religious than secular, and so was less effective and challenged by noblemen. Thus was established feudalism in France. Some king's vassals grew so powerful they posed a threat to the king. After
34592-406: Was not confirmed under English law until 1895 by the House of Lords in Salomon v. Salomon & Co. Separate legal personality often has unintended consequences , particularly in relation to smaller, family companies . In B v. B [1978] Fam 181 it was held that a discovery order obtained by a wife against her husband was not effective against the husband's company as it was not named in
34780-483: Was opposed to the notion that businessmen could escape accountability for their role in the failing businesses. The last significant development in the history of companies was the decision of the House of Lords in Salomon v. Salomon & Co. where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners. The law of business organizations originally derived from
34968-453: Was restored with the Provisional Government of the French Republic (GPRF). This interim government, established by de Gaulle, continued to wage war against Germany and to purge collaborators from office . It made important reforms e.g. suffrage extended to women and the creation of a social security system. A new constitution resulted in the Fourth Republic (1946–1958), which saw strong economic growth ( les Trente Glorieuses ). France
35156-608: Was set to impose a carbon tax in 2009; however, the plan was abandoned due to fears of burdening French businesses. Forests account for 31 per cent of France's land area—the fourth-highest proportion in Europe—representing an increase of 7 per cent since 1990. French forests are some of the most diverse in Europe, comprising more than 140 species of trees. France had a 2018 Forest Landscape Integrity Index mean score of 4.52/10, ranking it 123rd globally. There are nine national parks and 46 natural parks in France. A regional nature park (French: parc naturel régional or PNR)
35344-404: Was unseated following defeat in the Franco-Prussian War of 1870, and his regime replaced by the Third Republic . By 1875, the French conquest of Algeria was complete, with approximately 825,000 Algerians killed from famine, disease, and violence. France had colonial possessions since the beginning of the 17th century, but in the 19th and 20th centuries its empire extended greatly and became
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