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해외 M&A의 법적 쟁점 - Sullivan & Cromwell

해외 M&A의 법적 쟁점 - Sullivan & Cromwell

해외 M&A의 법적 쟁점 - Sullivan & Cromwell

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1. Providing Equity Without Taking Control continued<br />

Straight Equity<br />

A French company by shares may reserve an issuance of new shares to<br />

one or more identified investors or categories of investors:<br />

- Requires a 2/3 majority vote at a shareholders meeting<br />

- No pricing constraints – as long as issuance price is not lower than per value<br />

Public companies: up to 20% of the share capital in any 12-month period<br />

may be offered to a group of investors pursuant to a private placement:<br />

- No need for a pre-closing EGM approval if the board has received a blank-check<br />

delegation from a prior EGM<br />

- Minimum price requirements will apply (discount to market price may not exceed 5% of<br />

the weighted average price observed during the last three trading days).<br />

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