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acknowledged where gross negligence or acts contrary to the company’s interestcan be evidenced.If the Court determines that these conditions are met, the Court may decide that thedebts of the company subject to Liquidation proceedings will be borne, in whole or inpart, by all or some of the managers who contributed to the management fault. Ifthere are several managers, the Court may declare them jointly and severally liable.ii.Liability of shareholders in commercial CourtsWhen the insolvent company is a limited liability company, its shareholders shouldgenerally not be held liable for the insolvent company’s debts, absent personalguaranties. However, a recent decision of the Tribunal de Commerce d’Orléans is ofinterest. 59This decision has considered, in the context of the insolvency of a Frenchcompany, that the sole shareholder – a German company:• had, directly and indirectly, full control of the French company (amongother things, some executives of the sole shareholder were also theofficers of the French company);• had all powers to impose its own strategy;• was fully responsible for the decisions taken;• acted in breach of its duty by changing the name, the corporategovernance and the management of the company in order to elude alegal procedure initiated by the French company’s statutory auditors(procédure d’alerte) as a result of the financial difficulties encounteredby the French company;• acted in breach of its duty by removing the cash from its French59 Decision issued June 1, 2012 relating to former employees of the Quelle group, which was ownedand controlled by a German fund called Aurelius.47