New: The clause of a shareholders’ agreement through which an employee commits to sell their securities at a reduced price in the event of being made redundant is valid provided that it is part of the employee’s profit sharing process to develop the value of the company and that it does not aim to punish wrongdoing on the part of the employee.
Recommendation: Close attention should be paid to the wording of bad leaver clauses frequently inserted in shareholders’ agreements (having a similar mechanism to that stated in the decree) in order to avoid any dispute relating to their execution. These often complex clauses must not constitute a financial penalty prohibited by the Labour Code punishing an act by the employee considered as wrongdoing. The question concerning cases that cause the sale of securities at a lower price is therefore a sensitive one.
Cass. com. 7 juin 2016 n° 14-17.978 (543 FS-PB), B. c/ Sté Novedia