Die Informationspflicht und der Betrug bei der Übertragung von Gesellschaftsrechten

The coexistence of the duty to inform and deceit through reluctance enables the protection of the consent of the contracting parties. If the relationship between these two concepts was already complex, this complexity is made even more apparent by their codification through the recent reform of the Civil Code. Since the assignment of social rights is a contract, it is subject to the provisions of general contract law. However, the special nature of social rights renders it ineffective to protect this contract through the provisions of this simple law. The aim of this study is not only to examine the relationship between the duty to inform and fraud, specifically the withholding of information as enshrined in the reform of the Civil Code in French law and as provided for in the draft of the unified text on general obligations in the OHADA region, but also to see to what extent the intangible character of social rights poses an obstacle to the protection of the assignment through the provisions of general contract law, which thus requires special protection.