January 2023
Allocation of shares with vesting, stock options and virtual stock options
Giving a start-up's staff the opportunity to benefit from its value growth is generally seen as an effective way to alleviate initial cash flow requirements while increasing employee buy-in and motivation. There are several techniques to achieve this: the allocation of shares; the assignment of a debt due at the time of the sale of the business. In practice, this is mainly relevant for businesses that have chosen to organize themselves as a company. However, certain advantages are also available to the non-profit sector. A member of staff is defined as employed or self-employed persons (including directors), and where appropriate active shareholders, a management [...]
December 2022
Grant different rights to shareholders in the same limited liability company SRL
It is indeed possible to create what will be called different classes of shares, provided, of course, that very strict conditions are met. The rights attached to the shares are not necessarily proportional to the value of the shareholder's contribution. Thus, it is possible to provide in the articles of association that between the different classes of shares : - The profit will be distributed differently; - Voting rights will be organised differently (no voting rights, multiple voting rights, etc.); - The transferability of shares will be organised differently; - Etc.
The liability of the directors of the legal person
According to article 2:56, paragraph 1 of the CSA, "The [directors] are liable to the legal person for faults committed in the performance of their duties. The same applies to third parties insofar as the fault committed is of an extra-contractual nature. However, they are only liable for decisions, acts or behaviour which manifestly exceed the margin within which normally prudent and diligent directors placed in the same circumstances might reasonably have a different opinion. This liability applies to every member of an administrative body, as well as to the delegate for day-to-day management, and to any person who has actually held the power [...]