Extracts from the interview with Philippe Ginestié by Arnaud Lefebvre.
Under pressure from its main shareholders, the Lagardère group presented last week its plan to transform a limited partnership with shares (SCA) into a public limited company.
While the Paris Bourse today only has a dozen SCAs, does this decision suggest, according to you who are a specialist in this status, its imminent disappearance?
For many years, SCA has suffered from a bad image among investors, who consider it particularly undemocratic. It is regrettable. This statute, based on the existence of two categories of partners, the general partners and the limited partners, makes it possible to attribute political power to the former (appointment of directors, in particular) and to the latter mainly economic rights. Qualified as limited partners, shareholders thus have prerogatives limited to voting on dividends, approving the accounts and appointing members of the supervisory board and auditors. On the other hand, they have no weight on the strategy implemented by the leaders, or even on the appointment of the latter. However, the case of Lagardère shows that the general partners must nevertheless be accountable to the shareholders and that the SCA does not constitute a very impregnable castle. In this sense, some criticisms of its supposed lack of democracy are being undermined. It is also quite amusing to note that one of the main protesters of the SCA at Lagardère is a fund, Amber Capital, which, like all funds, manages the funds of investors who do not have a say. .
I would also add that history has shed light on the effectiveness of the SCA which, on an industrial level, can facilitate the preservation of a culture and family values, as at Hermès or Michelin, while sometimes generating shareholders an exceptional stock market performance. Even if it is not excluded, by fashion effect, that the SCA will be replaced within a few years by a new statute, the principle of separation of the power and the capital on which it rests will probably be consolidated.
Founder of the firm, he has extensive experience in the areas of corporate and complex operations where legal, tax and financial considerations must be integrated. He has developed particular expertise in the legal organization of relations between the control of power in groups.
Administrator of the Alpha Omega Foundation, he also supports non-profit organizations.