CA Versailles, Dec. 10, 2024, no. 21/05807
A director of SAS, who was also an employee, paid himself €10,400 in compensation for untaken leave, without the prior approval of the strategic committee required by a pacte d’associés. This initiative led to his dismissal and dismissal for serious misconduct. In application of the agreement, he was deprived of a €100,000 dismissal indemnity and forced to sell his shares at a substantial discount (€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 accounts by the shareholders’ meeting. It thus confirms that failure to comply with the obligations arising from a covenant can justify heavy statutory penalties, regardless of intent or the existence of proven prejudice.
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