CA Versailles, Dec. 10, 2024, no. 21/05807
An executive of a SASofficer, who was also an employee, paid himself €10,400 in compensation for untaken vacation, without the prior approval of the strategic committee required by a shareholders’ agreement. shareholders’ agreement. This initiative led to his dismissal for serious misconduct. Under the terms of the agreement, he was deprived of a €100,000 revocation indemnity and forced to sell his shares at a heavily discounted price (€200,000 instead of €800,000).
The Versailles Court of Appeal held that non-compliance with an express clause in the agreement was sufficient to constitute serious misconduct, regardless of the subsequent approval of the financial statements by the shareholders’ meeting. It thus confirms that failure to comply with the obligations arising from an agreement may justify severe severe statutory penaltiesregardless of intent or proven prejudice.
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