Article published with the kind permission of Journal of Health and Health Insurance Law
Authors: Nathalie Boudet-Gizardin, partner, Fabienne Kerebel, counseling, Camille Faour et Mathilde Jannet, associate lawyers
Reflections around the exclusion in the SEL of doctors
The SEL of physicians, by nature strong intuitu personae, is governed by a large number of rules protecting the interests of practicing professional partners (APE), at the heart of the system enshrined in law no. 90-1258 of December 31, 1990. Among these rules, the legal forced exit procedure of an APE of the capital of an SEL is distinguished by a hybrid nature, combining safeguards and majority rules and following the best practices.
It should be recalled that article 21 paragraph 2 of the law of December 31, 1990 gave the regulatory power the option of providing " cases where a partner can be excluded from the company by specifying the moral, procedural and financial guarantees granted to him in this case ". This is done in article R. 4113-16 of the Public Health Code which regulates the legal cases of exclusion of APEs in the SEL of doctors, dental surgeons and midwives, without however making any provision for non-EPAs. Fortunately, there can also be added to these legal grounds for exclusion, statutory cases of exclusion of APEs or non-APEs which, ultimately, widen the possibilities of exclusion in SELs (1). Due to the specificity of the professional activity in question and the importance of theintuitu personae in SELs, it is indeed essential to be able to force a partner, whatever it is, APE or not APE, to assign its rights, when theaffection society has disappeared.
Although their purpose is identical, namely to force a partner to leave an SEL by selling the shares or shares he holds, the procedure applicable to them differs, in whole or in part, depending on whether the cases of exclusion find their basis in the law or in the articles of association. In these two hypotheses, the implementation of the exclusion nevertheless proves to be complex : limitation of the grounds authorizing exclusion, respect for an adversarial procedure, rules of reinforced majority to be respected, etc. (2).
To organize the forced withdrawal of a partner without being confronted with the difficulties relating to exclusion procedures, practice has devised other tools allowing an associate, APE or not, to be automatically removed from the capital of an SEL (3).
Nathalie Boudet-Gizardin
Partner
She joined the firm the same year in the Civil and Health team of Catherine Paley-Vincent. She advises health professionals particularly in terms of:
Civil, disciplinary and criminal defense of health professionals, professional orders and medical and veterinary biology laboratories
Fabienne Kerebel
Counsel
She has acquired a solid expertise in the law of listed and unlisted companies and its various components, in particular private equity and mergers and acquisitions.
In this capacity, Fabienne advises companies and managers on their external growth operations, the evolution of their governance or shareholding, the profit-sharing of key managers or the reorganization of corporate structures.
Camille Faour
Associate
After working for a law firm specializing in Health Law, she joined the Health team of Catherine Paley-Vincent.
It advises and assists health professionals with a view to structuring their activities and participates in territorial groupings of health actors.
Mathilde Jannet
Associate
She joined the Health Department as an intern during her training at the Paris Bar School, then as a lawyer in 2021, awaiting her swearing-in.
Graduated from Master I General Private Law and Master 2 In-depth Heritage Law from the University of Paris I – Panthéon Sorbonne under the supervision of Professor Stoffel Munck.
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