The acquisition cost will be so reduced in

Become a co-owner of the company that employs you! The idea had been Flores mid-1980s. It was good time to the RES (repurchase of company by its employees). But the device had quietly made his reverence, having lost one its tax advantages. However the here given the honour. As she comes to be voted, Act for the development of participation and the employee share ownership gives him a glow lost fifteen years ago.

However, there is not the only measure contained in this text tote bag-like. Does not also issue of soccer clubs quoted on the stock market But, in reality, all chapters and paragraphs responds to a specific purpose: the sustainability of the 500,000 businesses within ten years, to change owners.

The goal is to find any buyers. We must therefore encourage vocations, especially in senior management. To this end, the Act multiplies incentives so that they place a portion of their personal assets in their tools. The rehabilitation of the RES (repurchase of the company by its employees) performs this logic. But in the same vein, it should also be mentioned the use of the savings to participate in the round table of these redemptions. And then, on the personal assets of managers and leaders, note yet relaxing engagement and participation, and the formation of a new concept, project engagement.

To illuminate these aspects ignored the law, "Les Echos weekend" asked lawyers cabinet Fidal teams comment on measures directly concerning the heritage managers and leaders.

1. The return of

purchase of business

by its employees

The most spectacular action is undoubtedly the return to grace of RES (repurchase of company by its employees). As explained in substance Pierre Pasco, who worked on the record in the tax department at Fidal, the novelty lies in the tax credit granted to the holdings created solely to ensure the acquisition of the company by employees. This device will be codified in the General Tax Code in a new article 220 h.

It looks like the RES of the origins. It was for employees, to form a holding company of recovery. The latter is endettait to buy the company in question. The loan was then reimbursed by the funds and dividends from the purchased business. To promote the implementation of such connected, a tax credit was granted to the holding company. It was equivalent to the amount of tax owed by the company in respect of the previous year. Only, the counterparties posed from this incentive were not flexible. "It was necessary that the employees hold more than 50 of the capital of the holding company", said Pierre Pasco. To facilitate the resumption of business, Parliament had authorized the allocation of employees double voting rights, although this still represented a major financial stress for employees purchasers. Should also submit the transaction to the approval of the Minister of economy and finance. At least for operations conducted before April 15, 1987.

A benefit for employees participating in these Adventures: they could deduct from their taxable income the interest of the loans to subscribe to the capital of the holding or to remove the options for subscription of shares granted by the purchased company.

Las, after January 1, 1992, the holdings of recovery have lost the benefit of the tax credit. Then, from 1 January 1997, these are employees who have lost the ability to deduct the interest of loans. Therefore, the mechanism fell into disuse, as nature with horror of the void, his absence was quickly filled by actors of the "private equity".

But now that article 19 of the new law restores fiscal incentives. Best, it simplifies and even it wider. "The breakthrough, notes Pierre Pasco, just because there are more threshold of detention of voting by employees in the holding company. Only requirement: the number of employees holding of voting rights in this must be at least 15 if the company has 50 employees and more. Otherwise, the proportion must represent 30 of the workforce. In fact, this means that there are more restrictions on the size of the purchased company. Parliament clearly aims to facilitate the resumption of SMEs.

In addition, nothing prohibits employees involved in the holding company to focus the affiliation of investment during the operation of redemption Fund. The acquisition cost will be so reduced in. In the end, and it is one of the novelties of the Act, when it comes to control the company by the holding company, the investment fund may enter into a shareholders Pact with employees.

In practical terms, the operation will be a simple agreement of company specifying the identity of employees, the final of the enterprise control and the maturity date of the operation. Attention, however, even if it goes without saying, should the holding serve to finance the takeover. It must be created exclusively for this. In addition, he and the company must be two separate structures. Tax plan, they should not be part of an integrated group. Note finally that both must be submitted to the IS.

2. The savings to the rescue of the times of companies

Another significant innovation, the unprecedented use of the CIPF. It is the mutual fund of company in which the savings are invested. The new law allows them to enter into a shareholders Pact. The goal is clear: allow employees to redeem their company by stages.

Schematically, the collaborators will be the holding company under the new conditions set by law. To finance the operation, the CIPF housed in the EPE of the company will be able to be used. The goal is that these CIPF to purchase a maximum of securities of the company. So, a large number of employees will be able to get involved in the operation of redemption.

To achieve this goal, the ideal would be same that these funds can be invested 100 in the shares of the company subject to the redemption. But it would be contrary to a section of the Labour Code,

l. 443 - 4. It is called the "third liquid", because it prohibits the CIPF to be invested in more than two-thirds in securities of the company who is also the employer of the unitholders.

But never mind! To do the make-up, the Act has created a CIPF of a third type (see below): they are specially designed to participate in a RES. But most importantly, Pierre Pasco says, "it is here that appears to the usefulness of shareholder, because helps ensure the liquidity of the Fund". The Pact could be concluded with a third party. The latter will take the commitment, once an employee may wish to withdraw, to redeem the fraction of the values that it holds in the CIPF. This commitment of redemption will enable the Fund to obtain sufficient liquidity to deal with the right of claim by carrying employees of shares. The objective is the recovery of the company by employees, the third party shareholder will be the holding company created in order to buy the company.

This Pact will also have the virtue to ensure the stability of shareholding. To avoid any entry not desired in the capital, it will be possible to predict a pre-emption clause. For example, it will require that any shareholder wishing to exit undertakes to propose the transfer of its shares to the CIPF prior to any assignment to foreign business people.

Finally, when all will be well designed, it will be time to consider the output of the Fund. Here again, the shareholders Pact will demonstrate its usefulness. It is sufficient to provide that, when the participation of the Fund reaches a certain level, it will back the to the holding company of recovery by the employees. The transfer of the undertaking for the benefit of the employees will be therefore carried out under optimum conditions.

3 Of CIPF specially designed for the RES

To give all their chances to buybacks, senators wanted to bring down the barriers of the rule of the third liquid. Fear that the account is not, they have made so that a relay can be found through the creation of a CIPF of relief, specifically dedicated to the RES.

Moreover, everything has been done so that their creation is as simple as possible. In fact, it will be enough of an individual decision of the employees. The agreement of enterprise establishing the PEE must merely provide for the possibility to affect the saved money to this Fund. Such assignment will not be in issue of the tax exemption on income which benefits the amounts paid on a PEE.

We have seen, these funds are used to circumvent the rule of the third liquid. It would have been a peak that themselves are obliged! A Senate amendment therefore reduces the liquidity requirement to 5 of the assets. In addition, everything has been done so that they can be put in place in all the companies whatever their size.

4. The dividend of the vail tra relaxes the in téressement

Is it a palliative to the wages which increase more Is that the new law allows firms to pay their employees additional incentive or participation, or even both at once. Of course, must be that previously in the company agreement is engagement and participation. It also that results are sufficiently beneficial to allow such redistribution. But what is especially noteworthy is that this additional ration can be determined subsequent to the closing of the year!

This is not harmless. Engagement, in its original spirit, was suspended from the achievement of a goal. It was random in nature. Indeed, print well this uncertain nature, Parliament, at other times, imposed the social partners to conclude their incentive agreements before the first day of the seventh month following its coming into effect. In practice, the profit-sharing agreement most often starts at the opening of the year. And the evidence should not be joking with this random dimension, the Court of cassation has transposed this rule derogating agreements that improve the amount of the contribution. But here is that the new Act allows pay the (highly conditional) incentive supplement once known the outcome of the races!

"It is said the importance of the dose of liberalism on the part of the creation of this work dividend", note Gérard Kesztenbaum, lawyer associate Fidal and Director of the Law Department and social management.

"But, he added, purists will not miss to object that this flexibility introduced many unilateral in a universe based on the contract. However, if the employer is free to determine the overall amount of the additional incentive or participation, the mechanism of distribution remain one of the already existing enterprise agreement. Unless, by mutual agreement, the social partners decide otherwise, by a specific agreement. In conclusion, summarizes in essence the Director of the Law Department and social management, it's an opportunity for business leaders and the HRD to benefit their entire income supplements where the results of the business permit, without that it induces additional management burdens. And concluded: "the happy beneficiaries should not complain."

5 Participation easier to manage

The new law also simplifies the management of participation for the duration of blocking rights: now PEE (or IAP and the Perco) becomes the forced passage of the placement of the special reserve of participation, even if parliamentarians have taken the welcome initiative to let businesses and employees the freedom to retain the corresponding amounts in the accounts of the company, against payment of an interest rate.

6 Announcements of birth of the project engagement

Landmark innovation savings or ultimate avatar of the growing complexity of the right to work Gérard Kesztenbaum do not know how to analyze legal UFO appeared with the Act. The spacecraft has the name: "project engagement. It allows many companies already covered by a profit-sharing and participating project agreement, for example, construction of a bridge or tunnel, of interest to the employees involved to their results or performance. In the opinion of the Director of the Department law and social management in Fidal, "the future will tell if it's a real good idea or an opportunity of luxury".