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Le Sort des contrats dans les opérations de fusion et de scission de sociétés commerciales.

Abstract : Contracts are omnipresent tools in the life of the commercial company and package, to large extend, its economic activity. Now, several events can, during its existence, affect its evolution among which we can note the mergers and the splits. Such operations, part their nature, entail a certain alteration of the contracting company and can, from the on, engender a feeling of disturb at her cocontracting parties. from this moment, questions can arise as ragrds the particular fate of contracts to his credit. These are supoosed to continue in spite of the disappearance of the contracting legal entity ? Or, on the contrary, they dedicated to disappear in the same way as ? In case the contracts would be intended to pursue, it are they all ? The law of January 5th, 1988 which reformed and modernized the legal regime of the mergers and splits as well as the case-law gave us answers. It is, in a general way, allowed that the above mentioned operations are characterized by the fact that they imply the universal transmission of the patrimony of the company which disappears for the benfit of one or several beneficiaries companies. The principle of pursuit of the contractual activity being genral and automatic, because the transmission is "universal", it applies, consequently, to all the current contracts, whatever they aren of the dissolved contracting company without liquidation. However, this principle, it is genral, does not reveal for all that absolute. It is to say that it contains nevertheless limits. It is the case, for exemple, when either a specific legal arrangement, or a clause of adequate non-transmission prevent the automatic continuation of the contract
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  • HAL Id : tel-00662969, version 1



Adamou Albortchire. Le Sort des contrats dans les opérations de fusion et de scission de sociétés commerciales.. Droit. Université d'Auvergne - Clermont-Ferrand I, 2005. Français. ⟨NNT : 2005CLF10287⟩. ⟨tel-00662969⟩



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