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Taux Hor.

Glossary entry

French term or phrase:

en présence de

English translation:

and

Added to glossary by AllegroTrans
Apr 9, 2021 00:21
3 yrs ago
67 viewers *
French term

en présence de

Non-PRO French to English Law/Patents Finance (general) Shareholders agreement (France)
Pacte d'Associés

Entre

XXXX S.A.
YYYY GmBH


Et

AAAA
BBBB

Et

CCCC, DDDD, EEEE, FFFF etc. Les Investisseurs

En présence de

ZZZZ S.A.

ZZZZ is a company launching a financing round. XXXX and YYYY are invstment companies, AAAA and BBBB are the two founders (individuals) CCCC DDDD etc. are a long list of Investors (individuals, venture capitalists and companies) who will be assigned shares of various categories.

ZZZZ has agreed to be the representative for the financing round and has signed a "pacte d'adhésion".

Whilst I can understand what "en présence de" effectively means I want the equivalent expressiion that would be used in an English language agreement of this kind. "In the presence of" simply dies not sound correct.
Proposed translations (English)
4 +1 and / (3)
4 +2 In the presence of
4 +1 In attendance
3 +1 with
3 before
2 on behalf of
References
drafting shareholders' agreements
Change log

Apr 9, 2021 14:22: Jennifer White changed "Level" from "PRO" to "Non-PRO"

Votes to reclassify question as PRO/non-PRO:

PRO (2): Cyril Tollari, Conor McAuley

Non-PRO (3): Rob Grayson, Rachel Fell, Jennifer White

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Discussion

AllegroTrans (asker) Apr 10, 2021:
Conor The answer is yes, and that's why I decided that, in English law terms, ZZZZ is a party to the agreement, not a mere bystander.
Conor McAuley Apr 10, 2021:
I fully accept and respect your decision Chris, you have the experience and the full context and yes, discussing and researching the question was a pleasure.

Just to help my understanding, and to put my mind at rest, does ZZZZ S.A. have any obligations under the agreement or do the parties enter into obligations vis-à-vis it under the agreement?

I undertake not to continue the Discussion after this post!
AllegroTrans (asker) Apr 10, 2021:
After long consideration I finally opted for Cyril's solution as I don't think words such as this would appear in an EN language shareholder agreement. I can't allocate points to others who have help here, but my thanks to all.
AllegroTrans (asker) Apr 9, 2021:
Cyril Many thanks for that excellent reference and of course it describes the precise situation, i.e. the company (raising capital for itself) is "présente a l'acte". After looking at some English specimen wording it's clear that the company simply gets listed along with the other parties, with no special wording.
Very interesting discussion as usual, thanks, merci and go raibh maith agat to all!
Cyril Tollari Apr 9, 2021:
https://www.legalplace.fr/guides/pacte-actionnaire/
"En théorie, la société n’est pas partie au pacte d’associés", that's what I meant by the Company is not formally a party to the agreement, ie the agreement concerns 'associés'
"En pratique, il est recommandé que la société soit présente à l’acte", "c’est à dire qu’elle le signe"

My understanding is English doesn't draw any distinction here. English would use 'agreement between founders and investors and company X'.
Conor McAuley Apr 9, 2021:
Merci Cyril !

Chris (AllegroTrans), what do you mean by "the representative for the financing round"?
Cyril Tollari Apr 9, 2021:
"En présence de" means the Company is not formally a "party" to the agreement? Only the founders and the investissors are.
https://www.wonder.legal/fr/creation-modele/pacte-associes-a...
Conor McAuley Apr 9, 2021:
The language would remain unchanged whether e-signatures were involved or not, I would assume. In the same way that people of my generation still say things like "I'm taping a TV programme", even though VHS for recording is loooong gone.
AllegroTrans (asker) Apr 9, 2021:
Conor The agreement says they were e-signatures. Unfirtunately I don't have the signature page to check whether ZZZZ signed but I suspect they must have done so because they made many undertakings to the other parties.
Conor McAuley Apr 9, 2021:
In my opinion it's "In the presence of" because the party is physically present at the signing of the agreement (before the advent of e-signatures anyway) and in this case is probably a signatory too.
So, out of that context the term sounds weird, but in it, it makes perfect sense.

Proposed translations

+1
1 day 7 hrs
Selected

and / (3)

See discussion

Just use 'and'

or 'agreement between'
(1) founders...
(2) investors...
(3) company...

to folllow English conventions and not mislead the readership with French conventions
Peer comment(s):
agree Yvonne Gallagher : Yes. No need for any convoluting...
1 day 9 hrs
Thank you
Something went wrong...
4 KudoZ points awarded for this answer. Comment: "Thanks you!"
+1
10 mins

In attendance

Although don't see any valid objection to a literal translation here in all honesty;
Note from asker:
Thanks, and yes, probably nothing lost with a literal translation. Would be interesting to know what an English language shareholder agreement would use in the circumstances though
Peer comment(s):
agree Francois Boye
12 hrs
Something went wrong...
+1
1 hr

with

It seems almost too simple, but "with" seems to indicate an agreement between ZZZZ and the other parties. It's hard to be sure, though, without knowing what the following sentence is.
Note from asker:
Thanks Marge, there is no following sentence, this is simply the first page of the agreement, listing the parties. The term doesn't appear anywhere else.
Peer comment(s):
agree philgoddard
29 mins
I still think "with" is ok. Generally, when there are only 2 parties, you would use "and", but here there are multiple parties, so I guess all the first parties are contracting "with" ZZZZ.
Something went wrong...
2 hrs

on behalf of

Those in the pact are going to organise a financing round on behalf of ZZZ SA. Perhaps this is okay then?
Note from asker:
Thanks but I somehow think although true, using this would be over-translation
Something went wrong...
10 hrs

before

Usually it's "before" a notary or other official. Perhaps it may apply here too.
Note from asker:
Thanks Daniel, but there was no notary and all of the parties signed the agreement electonically.
Something went wrong...
+2
1 hr

In the presence of


No need to read anything more into it. I'll try to come back with more after looking at my records.

--------------------------------------------------
Note added at 12 hrs (2021-04-09 12:49:58 GMT)
--------------------------------------------------

I think the term means both that the party has been made aware of the contents of the agreement and that it was signed in the presence of that party, and almost certainly that the party was a signatory of it, see this example (I hope the link to the PDF works):

PACTE D'ACTIONNAIRES ENTRE - Bordeaux Métropolehttps://www.bordeaux-metropole.fr › file_pdf › 4...
PDF
EN PRESENCE DE : BORDEAUX METROPOLE ENERGIES, société anonyme d'économie mixte locale au capital de. 139.054.863 € dont le siège social est ...


Also this, from the glossary (apologies, I appear in the discussion, pure chance):
https://www.proz.com/kudoz/french-to-english/law-contracts/1... (I don't think "pris" has any special meaning here.)


Nothing from my own records (the search function is almost useless since it changed with Windows 10), but I have always translated the term this way, without a second thought.

And, if the worst comes to the worst, the French version of the contract will have a prevailing language clause, and the exact wording of this should not be particularly dispute-generating.


I think you're only other option is to google the term to death -- I don't have time to do that today.

--------------------------------------------------
Note added at 12 hrs (2021-04-09 12:53:19 GMT)
--------------------------------------------------

oh dear

Correction: not "you're" - your!!! I must be getting old.

This link should work:

https://www.bordeaux-metropole.fr/content/download/110940/fi...

--------------------------------------------------
Note added at 20 hrs (2021-04-09 21:09:09 GMT)
--------------------------------------------------

English language shareholder agreement equivalent.

Maybe:

"Witnessed by..."
There is a Witness here, at the end.

or
"Co-signatory:"

I need to do some more googling on these two terms.

--------------------------------------------------
Note added at 20 hrs (2021-04-09 21:13:35 GMT)
--------------------------------------------------

here, at the end: https://www.lawinsider.com/contracts/8T5HgSt2KSI

"En présence de" always refers to an interested party, in my experience, but I don't know how to bridge the gap between that and the literal meaning of the text (which makes sense on its own, in any case).

--------------------------------------------------
Note added at 23 hrs (2021-04-09 23:47:33 GMT)
--------------------------------------------------

AHAAAA!!! Is this a bit of a breakthrough? Several more options in fact.

Albeit in a European court decision, official translation though, and in the legal subject area:
About 15 lines down from the top

EN: intervener:
FR: en présence de :

https://eur-lex.europa.eu/legal-content/EN-FR/TXT/?fromTab=A...

I do like intervener, it chimes with my "interested party" in my post above. ("Intervenant" in French, tangentially involved, but not a party to the agreement, as I think Cyril notes in the Discussion.)

****

A European court decision, again, and legal terminology again:

EN: other party to the proceedings: [other party tangentially involved, in the context of the question]
FR: en présence de:

https://eur-lex.europa.eu/legal-content/EN-FR/TXT/?from=FR&u...

****

The term "en présence de" does appear here in a non-searchable bilingual Shareholder's Agreement (PDF document), but unfortunately one of my OCR resources and also a CAT tool couldn't convert it to searchable text. Probably a red herring anyway.

SHAREHOLDERS AGREEMENT - AWS Simple Storage ...https://s3.amazonaws.com › documents › cif-csi-g...
PDF
SHAREHOLDERS AGREEMENT. PACTE D'ACTIONNAIRES ... SHAREHOLDERS AGREEMENT. BETWEEN: (1) THE ... en presence de : Administrateur.

https://s3.amazonaws.com/s3.documentcloud.org/documents/3168...

Anyway, the EU references are food for thought. Hope this helps.
Note from asker:
Yes, I'm very tempted to use this or "with the attendance of". I just wondered whether there was a specific English form of words used by the draftsmen/people of shareholder agreements
Peer comment(s):
agree Saeed Najmi
10 hrs
Thanks Saeed!
agree Yolanda Broad
18 hrs
Thanks Yolanda!
neutral Cyril Tollari : I agree that the Company is a signatory, but I believe the intent in French is to introduce the Company as a party to the agreement with the right wording since the company is not an 'associé' and this agreement is between 'associés' as per its name.
20 hrs
Something went wrong...

Reference comments

12 hrs
Reference:

drafting shareholders' agreements

This type of source may provide inspiration.

https://www.netlawman.co.uk/g/shareholder-documents

Some of the sources can be downloaded FOC.
Peer comments on this reference comment:
agree writeaway
10 mins
agree Yolanda Broad : Nice reference!
7 hrs
agree Marge Hogarty
9 hrs
agree Cyril Tollari
20 hrs
Something went wrong...
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