Implementation and scope

The Directive 2012/30/EU of 25 October 2012 (the “Directive”) is a straightforward consolidation of (i) the Second Company Law Directive implemented into French law by law no. 81-1162 dated 30 December 1981 and (ii) the amendments to such directive (Directive 92/101/EC of 23 November 1992, Directive 2006/68/EC of 6 September 2006, Directive 2006/99/EC of 20 November 2006 and Directive 2009/109/EC of 16 September 2009).

The amendments to the Second Company Law Directive introduced by Directive 2006/68/EC of 6 September 2006 have not been transposed in France. It should be noted that the provisions relating to consideration other than in cash were optional (i.e., no special expert valuation in certain cases: listed stock or existing valuation) and those relating to share purchase programmes were already implemented into French law (i.e., the maximum duration of the authorisation – eighteen months – has been extended to the maximum five years authorised by the Directive only for non-listed companies in 2012 – Art. L. 225-209 and L. 225-209-2 Commercial Code and Art. 21 Directive).