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and it's exactly what you would expect - an exemption from some general rule, a perfectly legal / authorised one.
ph-b (X)
France
From "Pratiques relatives au nouveau droit" (CH)
11:11 Mar 2, 2021
7. Modalités de transfert des parts sociales Article 73 alinéa 1 lit. n ORC : Ces faits devront être requis de la façon suivante: "Les modalités de transfert des parts sociales dérogent à la loi selon les statuts." Si un quorum particulier, qui déroge au quorum légal de l'article 808b CO, est prévu pour l'approbation du transfert des parts sociales, il y a lieu de le mentionner dans l'inscription en tant que dérogation au système légal. (https://www.ne.ch/autorites/DEAS/NECO/rcne/Documents/MOD_DIR...
whatever a literal / "context-free" interpretation of "déroger" would suggest, there is absolutely nothing illegal happening in this text, nor is any law being "ignored / disregarded / breached ..." (see what I said about previously about "la preuve par l'absurde")
Just re-arrange the sentence and add the "implicit part" to the explicit text and it all makes perfect sense:
Les modalités de transfert de parts sociales dérogent a la loi selon les statuts = Selon les statuts (de la Société) les modalités de transfert de parts sociales dérogent (aux dispositions de) la loi (qui sont) applicables par défaut.
This is far from being the first example of what happens quite often - when writing for an indented audience that is supposed to be "on the same wavelength", authors just leave out bits that are "blindingly obvious" - to them and to whoever is in the same "trade".
Thinking of it, there are samples aplenty of various French legislation where as part of some law / regulation you have first some general rule formulated, followed by one or more perfectly legal "dérogation(s)" to that same general rule, applicable only in some specific situations.
You like functionary? You're kiddin' us... Yes, I admit the word occasionally has its uses, but for an ordinary civil servant or official? Surely not? I was a "fonctionnaire" when I worked for the EU but the official English term for us was "officials"
Whenever I hear the word "modality" in English I reach for my Joyce. In Ulysses there's a chapter which begins with Stephen Dedalus contemplating the "ineluctable modality of the visible". The consensus seems to be that Joyce was mocking his younger self, and his intellectual pretensions, by using this pseud-ish phrase. Apart from that instance I'm not sure I've ever heard an Anglophone use this word, ever (except possibly outside some of the worse translations to be found in Linguee).
for contributions, but I do rather shudder at "modalities", it sounds like pure Translationese to my ears and FHS Bridge certainly does not suggest its use (I have become a life member of his fan club since acquiring a copy of his Fr-En legal dictionary for the modest price of UK£12.50)
As I understand it, according to the articles of association, the modalities regarding the transfer of shares do not follow the law. By "do not follow", I'd need more context, but I don't necessarily mean "fail to comply", although that may be what it boils down to.
ph-b (X)
France
depart from the law?
18:21 Mar 1, 2021
Would that work here and cover just about everything, including obvious typos, regardless of what the rest of the text says?
Since déroger à la loi can simply mean to contravene, fail to comply with, disobey, etc. the law, are we sure that that's not the meaning here?
In other words, are we sure that this just means the articles/bylaws don't follow the model law but are nevertheless perfectly legal? As opposed to that they're improper because they contravene the law?
without bothering to scratch the surface, it might sound like that:
for 'dérogent à la loi': constitute an exception to statute/statutory rules/statutory procedures
But in actual fact in this specific ST what they have done when incorporating their "société" is perfectly legal - "within" the law. They haven't done anything that could be seen as an "exception to statute/statutory rules", on the contrary they have acted according to the statute book.
Another way of looking at it, "la preuve par l'absurde" - might not be the most elegant method, but never fails.
If this is a "Company Registry extract (Switzerland)", then whatever is in it must be "legal" - I can't see a "Company Registry" (especially in Switzerland) accepting to register a company with illegal provisions in its Articles of Association!
Hamilton (X)
France
for 'dérogent à la loi' ...
15:29 Mar 1, 2021
you might wish to consider: constitute an exception to statute/statutory rules/statutory procedures
there is no way that "les statuts" in French could mean "statute(s)" as in "the statute book" (= the legislation) - that meaning would be excluded for being a blatant /obvious "false friend".
in this context it could ONLY be (implicitly or explicitly, makes no difference) "les status de ..." la société / l'entreprise, or whatever is the legal form of this entity that made its own rules regarding "les modalités de transfert de parts sociales " .
There's no way in a year of Sundays that anything else could make sense.
And it's not some "special case". It's the same in UK (and many other countries) - when you want to create a new company you can just "reuse" the defaults (the "model") from Company Law, or you can keep making to no end whichever own intricate rules you want, as long as your own rules are not expressly illegal.
Automatic update in 00:
Answers
2 hrs confidence: peer agreement (net): +1
déroger à la loi
opt out of statute; 'override the law'
Explanation: - as in the UK, Table A Articles of Assoc. automatially apply as a 'default', unless opted out of.
Les modalités de transfert de parts sociales dérogent a la loi: weblink > 'the ways of transferring override the law...' may be bestowing on this arrangement a legislative status it does not have.
déroger à: 'exclude the operation' of a rule etc.; create an exception 'from'; vary or depart from > Bridge.
clause dérogatoire: 'derogatory clause' > Navarre cf. opt-out clause, as used in legal US, Can and Anglo-Irish practic/se.
-------------------------------------------------- Note added at 4 heures (2021-03-01 15:44:25 GMT) --------------------------------------------------
Asker's comment: la loi is shorthand for the provisions https://www.murielle-cahen.com/publications/cession-part.asp plus, as mentioned to Daryo, whole French and Spanish statutes - unless 'mandatory' - can be opted out of lock, stock and barrel by legal drafting.
Otherwise, the 'resilient translation' rule applies: opt-out of worked in nine cases out of ten for many decades.
Example sentence(s):
IATE: forget the FRE/ENG entries > Entry domains: European construction (1016) [EUROPEAN UNION] LAW (12) Council en opt-out clause Council opt-out provision Council opt-out Council fr clause d'exemption COM disposition dérogatoire
Opt-In Laws in the U.S. and EU This webpage from L-Soft includes a table that aims to give an overview of the basic email requirements in the United States and Europe and checklists of legal requirements and best practices for email.
Adrian MM. Austria Specializes in field Native speaker of: English PRO pts in category: 359
Notes to answerer
Asker: "opt out" would work re the provisions of statute, not statute itself
9 hrs confidence:
depart from the law
Explanation: One translation of déroger à which I find myself using quite a bit. Surprised no-one else seems to have suggested this yet. (Ah, Adrian MM has mentioned this solution).
But... "depart from the law" sounds a bit crappy to my ears, as does however déroger à la loi. Normally I think you'd expect to hear something along the lines of déroger aux dispositions juridiques en la matière.
I don't seem to read it the way you do: it seems to me that they are saying the transfers "are implemented according to the Memorandum and Articles, in the manner in which these depart from the legal provisions applicable to such transactions."
Is there any reason you are not (as I understand it) reading statuts as "Memorandum and Articles"?
-------------------------------------------------- Note added at 9 hrs (2021-03-01 20:51:30 GMT) --------------------------------------------------
(After reading more of the comments and discussions). Yes, what the hell does "depart from the law" mean? Does it mean "break the law"? Probably not. I think they are talking about legal recommendations, from which it is permitted to depart. Again, the glaring illiteracy of the French expression is difficult to deny, it seems to me. What's the rest of the text like?
Mpoma United Kingdom Local time: 15:34 Specializes in field Native speaker of: English PRO pts in category: 70
Notes to answerer
Asker: Thanks, there is no "rest" to the text, it's a standard line among others in a Swiss extract from the Trade Register