Retrait des affaires

English translation: exit

10:26 Oct 21, 2019
French to English translations [PRO]
Bus/Financial - Business/Commerce (general)
French term or phrase: Retrait des affaires
Context:

This is repeated a lot in a shareholders agreement.
I'm not sure exactly what the term would be for this in English.

ARTICLE 13 RETRAIT DES AFFAIRES
Cas de retrait des affaires

Pour les fins de la présente Convention, un Actionnaire sera réputé être visé par un « Retrait des affaires » si cet Actionnaire, son Actionnaire de contrôle, sauf dans le cas d’XXXX, ou l’un ou l’autre de ses Actionnaires ultimes est visé par l’un ou l’autre des événements suivants:

- il décède;
- il devient affecté d'une incapacité permanente, soit une incapacité physique ou mentale ou une maladie, l’empêchant d'assumer ses fonctions, tâches et responsabilités normales pour le service de la Société (ou l’une de ses Filiales, le cas échéant) pendant une période consécutive de plus de six (6) mois ou une durée cumulative de douze (12) mois sur une période consécutive de vingt-quatre (24) mois;
- il commet un vol, fraude ou détourne des fonds à l’encontre de la Société, d’une de ses Filiales ou d’un de leurs clients ou fournisseurs;
- il est reconnu coupable (i) d’un acte criminel ou (ii) d’une contravention à toute Législation anti-corruption;
- il (i) pose tout geste qui nuit à la réputation de la Société ou d’une de ses Filiales ou (ii) selon le cas, est ou devient une Entité sanctionnée;
- il fait défaut de respecter ses engagements prévus à l’ARTICLE 7 ou à l’ARTICLE 8 de la présente Convention;
dans le cas d’XXXX ou de XXXX, il fait défaut d’émettre ou de consentir la Lettre de garantie ou fait défaut de respecter ses obligations aux termes de celle-ci;
- il fait défaut de respecter ses engagements prévus à l’ARTICLE 16 de la présente Convention et, dans le cas où il peut être remédié au défaut, il n’est pas remédié au défaut dans les 30 jours de la réception d’un avis faisant état du défaut;
Donovan Libring
Local time: 10:35
English translation:exit
Explanation:
The first word that comes to mind is "withdrawal", but I think what is being meant here is the conditions under which a shareholder or partner can be forced out.

Though the text seems to focus on involuntary rather than both voluntary and involuntary cases, "exit" may still be the best way to put it. Maybe a wording with "forced exit" or the like.

My example sentences are no less clunky than the ST...

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Note added at 1 hr (2019-10-21 11:40:15 GMT)
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See also:
https://gltlaw.my/2019/04/24/shareholders-agreement-business...
https://www.bakertilly.ca/en/wm-toronto-ontario/publications...
https://en.wikipedia.org/wiki/Shareholders'_agreement

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Note added at 1 hr (2019-10-21 11:40:59 GMT)
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Of course, "forced exit" is rather unkind in the case of death or disability, but you get the idea.

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Note added at 1 hr (2019-10-21 11:47:13 GMT)
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Another stab at example sentences:

For the purposes of this Agreement, an Exit Provision shall apply to a Shareholder if any of the following events pertain to said Shareholder, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:

Under this Agreement, a Shareholder is deemed to have exited the share capital if said Shareholder, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:

--------------------------------------------------
Note added at 13 hrs (2019-10-21 23:36:44 GMT)
--------------------------------------------------

Another option is "departure". If you search for various combinations & inflections of "shareholder" and "departure" you'll find a number of pages that discuss when a shareholder leaves a company and also mention buyouts.

Judging from the instances of retrait des affaires I found online, the term is in use in Canadian French alongside talk of buyout clauses, shotgun clauses and so on, which all points to a shareholder selling or losing their stake.

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Note added at 2 days 48 mins (2019-10-23 11:14:45 GMT)
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Last try: forfeit.

In combination with something like "office" or "rights & duties" or "stake" or "shareholding" or anything that describes losing one's seat at the table.

Of course, forfeit is even harsher than exit for death and disability, but I'm running out of ideas...

"For the purposes of this Agreement, a Shareholder's stake shall be considered forfeit if any of the following events apply to them, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

"Under this Agreement, a Shareholder is deemed to forfeit their office/stake if they, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

--------------------------------------------------
Note added at 2 days 12 hrs (2019-10-23 23:25:39 GMT)
--------------------------------------------------

Last last try: divest.

It would be an uncommon but not incorrect use of the term, which usually refers to companies disposing of units or entities rather than shareholders being deprived of their rights or losing their stake.

"For the purposes of this Agreement, a Shareholder shall be divested of their stake if any of the following events apply to them, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

"Under this Agreement, a Shareholder is deemed to be divested if they, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"
Selected response from:

Wolf Draeger
South Africa
Local time: 11:35
Grading comment
Selected automatically based on peer agreement.
4 KudoZ points were awarded for this answer



Summary of answers provided
3 +2exit
Wolf Draeger
4 +1Withdrawal from Business
Julie Barber
4businerss exit
Francois Boye


Discussion entries: 13





  

Answers


5 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5
businerss exit


Explanation:
A business exit strategy is an entrepreneur's strategic plan to sell his or her ownership in a company to investors or another company. An exit strategy gives a business owner a way to reduce or liquidate his stake in a business and, if the business is successful, make a substantial profi

Source: Investopedia

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Note added at 9 hrs (2019-10-21 19:36:05 GMT)
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ERRATUM: BUSINESS instead of businerss

Francois Boye
United States
Local time: 05:35
Specializes in field
Native speaker of: Native in FrenchFrench
PRO pts in category: 102

Peer comments on this answer (and responses from the answerer)
agree  AllegroTrans
1 hr

neutral  philgoddard: "Business" is unnecessary.
3 hrs
  -> a business exit isn't any kind of exit!

disagree  SafeTex: Sorry François but I thing "withdrawal" has it in the discussions but no one has posted it which is odd
2 days 17 hrs
  -> A business exit strategy is an entrepreneur's strategic plan to sell his or her ownership in a company to investors or another company. An exit strategy gives a business owner a way to reduce or liquidate his stake in a business ...
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1 hr   confidence: Answerer confidence 3/5Answerer confidence 3/5 peer agreement (net): +2
exit


Explanation:
The first word that comes to mind is "withdrawal", but I think what is being meant here is the conditions under which a shareholder or partner can be forced out.

Though the text seems to focus on involuntary rather than both voluntary and involuntary cases, "exit" may still be the best way to put it. Maybe a wording with "forced exit" or the like.

My example sentences are no less clunky than the ST...

--------------------------------------------------
Note added at 1 hr (2019-10-21 11:40:15 GMT)
--------------------------------------------------

See also:
https://gltlaw.my/2019/04/24/shareholders-agreement-business...
https://www.bakertilly.ca/en/wm-toronto-ontario/publications...
https://en.wikipedia.org/wiki/Shareholders'_agreement

--------------------------------------------------
Note added at 1 hr (2019-10-21 11:40:59 GMT)
--------------------------------------------------

Of course, "forced exit" is rather unkind in the case of death or disability, but you get the idea.

--------------------------------------------------
Note added at 1 hr (2019-10-21 11:47:13 GMT)
--------------------------------------------------

Another stab at example sentences:

For the purposes of this Agreement, an Exit Provision shall apply to a Shareholder if any of the following events pertain to said Shareholder, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:

Under this Agreement, a Shareholder is deemed to have exited the share capital if said Shareholder, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:

--------------------------------------------------
Note added at 13 hrs (2019-10-21 23:36:44 GMT)
--------------------------------------------------

Another option is "departure". If you search for various combinations & inflections of "shareholder" and "departure" you'll find a number of pages that discuss when a shareholder leaves a company and also mention buyouts.

Judging from the instances of retrait des affaires I found online, the term is in use in Canadian French alongside talk of buyout clauses, shotgun clauses and so on, which all points to a shareholder selling or losing their stake.

--------------------------------------------------
Note added at 2 days 48 mins (2019-10-23 11:14:45 GMT)
--------------------------------------------------

Last try: forfeit.

In combination with something like "office" or "rights & duties" or "stake" or "shareholding" or anything that describes losing one's seat at the table.

Of course, forfeit is even harsher than exit for death and disability, but I'm running out of ideas...

"For the purposes of this Agreement, a Shareholder's stake shall be considered forfeit if any of the following events apply to them, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

"Under this Agreement, a Shareholder is deemed to forfeit their office/stake if they, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

--------------------------------------------------
Note added at 2 days 12 hrs (2019-10-23 23:25:39 GMT)
--------------------------------------------------

Last last try: divest.

It would be an uncommon but not incorrect use of the term, which usually refers to companies disposing of units or entities rather than shareholders being deprived of their rights or losing their stake.

"For the purposes of this Agreement, a Shareholder shall be divested of their stake if any of the following events apply to them, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

"Under this Agreement, a Shareholder is deemed to be divested if they, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:"

Example sentence(s):
  • For the purposes of this Agreement, a Shareholder is deemed to come under an Exit Provision if said Shareholder, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:
  • Under this Agreement, a Shareholder shall be forced to exit if any of the following events apply to said Shareholder, their controlling shareholder, except in the case of XXXX, or any of their eventual shareholders:

    Reference: http://www.avocat.qc.ca/affaires/iiconvention.htm
    Reference: http://www.avocat.qc.ca/affaires/iiactionsep.htm
Wolf Draeger
South Africa
Local time: 11:35
Works in field
Native speaker of: English
PRO pts in category: 27
Grading comment
Selected automatically based on peer agreement.

Peer comments on this answer (and responses from the answerer)
agree  philgoddard: I think withdrawal is fine too.
7 hrs
  -> Thanks, Phil!

agree  CHRISTOPHE DESBOIS-FARLAY: Agree. Forces exit males sense in this context. The same idea can be found in the following : business termination, or business discontinuation.
14 hrs
  -> Thanks, Christophe!

agree  Paula McMullan: I agree with withdrawal. To me, there's an implication in this term that it could be active or passive i.e. someone chooses to withdraw (because they retire) or they don't (they're disqualified, or they die, etc)
1 day 2 hrs
  -> Thanks, Paula!

disagree  SafeTex: Sorry Wolf but I think that "withdrawal" is better as others have argued too, even when agreeing with you ?!?!?!
2 days 22 hrs
  -> No worries! I don't think "withdrawal" really fits (despite agrees), but feel free to post it as an answer :)
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3 days 21 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +1
Withdrawal from Business


Explanation:
I am posting following the asker's request.

My reasons for agreeing with the suggestions are:
There are variations of this in English contacts, such as Death & Incapacity clauses
https://elselaw.co.uk/shareholders-agreements-private-limite...

However, this clause has additional elements that would probably count as Disqualification, but the authors have not given these specific terms. Instead then have used the overarching, less specif term "withdrawal from business". The text provides a very clear list of what is included and therefore perfectly clarifies the meaning to the reader.

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Note added at 3 days 21 hrs (2019-10-25 07:40:28 GMT)
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Also it does not relate in anyway to a "business exit strategy" as described on an answer above. The list of items included gives a very different description and I do not think that "exit" as a stand alone word covers it well enough, it is too vague

Julie Barber
United Kingdom
Local time: 09:35
Specializes in field
Native speaker of: English
PRO pts in category: 166
Notes to answerer
Asker: Yes, this is the answer. Thanks for posting it. I wanted to make sure it was published because, for this particular context, this is what worked best and the client validated.


Peer comments on this answer (and responses from the answerer)
agree  SafeTex: Several of us have argued for this in the discussion thread
3 days 9 hrs
  -> Thanks, yes I posted it following on from the collective discussion above and also at the asker's request that one of us post it
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