dérogent a la loi

11:10 Mar 1, 2021
This question was closed without grading. Reason: Other

French to English translations [PRO]
Law/Patents - Law (general) / Company Registry extract (Switzerland)
French term or phrase: dérogent a la loi
I know what this means, I just want a tight and precise English legal phrase:

Les modalités de transfert de parts sociales dérogent a la loi selon le statuts

are derogated from statute?
are exempt from statute?

These somehow do not sound right

maybe "derogate from the provisions of statute"?

Legal translators only please
AllegroTrans
United Kingdom
Local time: 15:34


Summary of answers provided
4 +1opt out of statute; 'override the law'
Adrian MM.
4are exempt from (the application) of the (general) law
Daryo
3depart from the law
Mpoma
4 -1represent a derogation from the law
philgoddard
Summary of reference entries provided
Statuts
Marco Solinas

Discussion entries: 25





  

Answers


2 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 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.

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Note added at 4 heures (2021-03-01 15:44:25 GMT)
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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.

    Reference: http://www.proz.com/kudoz/french-to-english/computers-system...
    Reference: http://www.proz.com/personal-glossaries/entry/2009085-déroge...
Adrian MM.
Austria
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 359
Notes to answerer
Asker: "opt out" would work re the provisions of statute, not statute itself


Peer comments on this answer (and responses from the answerer)
neutral  Daryo: in principle yes (you gave basically the same explanation as mine) but I find it mildly misleading - they are not really "opting out of the law", they are just using one of the options offered by the law - it's all still "within the law".
48 mins
  -> You never used the term either of opt-out or of override, besides which the law is shorthand for the provisions contained therein. NB some French and Spanish laws can be opted out of wholesale by legal drafting: we often did at our offices.

agree  ph-b (X): with "depart from the law" mentioned in your explanation and which I had not seen when I posted in the discussion.
7 hrs
  -> Merci, Philippe. That is in fact one of Bridge's permutations + combinations. As mentioned, a whole legal enactment can be 'disapplied' either by the court - cf. the UK Merchant Shipping Act 1988 in Factortame - or by drafting: being *contracted out of'
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9 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5
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"?

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Note added at 9 hrs (2021-03-01 20:51:30 GMT)
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(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


Peer comments on this answer (and responses from the answerer)
disagree  Daryo: you can not "depart from the law" when you are in actual fact applying the law - by choosing between two equally legal options offered by the said law: 1- use a "model" or 2 - create your own Articles of Association
1 hr

agree  philgoddard: Seems reasonable, but I'm mainly agreeing because Daryo has disagreed :-)
1 hr

neutral  ph-b (X): Just to say that there's nothing crappy about déroger à la loi. The original Swiss text is from an official document (see discussion) and Le Grand Robert confirms it is acceptable.
16 hrs
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10 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): -1
represent a derogation from the law


Explanation:
No one except Allegro has mentioned "derogate", which seems the simplest solution. "The provisions of the statutes relating to share transfers represent a derogation from the law".

philgoddard
United States
Specializes in field
Native speaker of: English
PRO pts in category: 282

Peer comments on this answer (and responses from the answerer)
disagree  Daryo: literal translation that makes no sense in this text // Who is talking? Someone whose usual self-asserted reference/argument is "I don't really understand the ST / makes no sense to me, but never mind that little detail ..."?
26 mins
  -> And this from someone who thinks that "Modalities of transfer of the society's parts" is English...
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22 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5
are exempt from (the application) of the (general) law


Explanation:
Les modalités de transfert de parts sociales dérogent a la loi selon le(s) statut(s)
=
the procedures / ways / modalities of transfer of the society's parts/shares are not subject to the (general) law, according to the society's "statutes/articles of incorporation / memorandum of association (whatever is called the act that create that legal entity)

CL5++ about the meaning, the wording can be varied.

IOW

there are "modalités de transfert de parts sociales" that are defined in the general law and that apply by default, but these "defaults" are obviously not compulsory but leave some leeway to make your own rules when creating your own "société".

= in the "articles of incorporation" have been agreed some "modalités de transfert de parts sociale" that are different from the presumed / default rules stipulated by the law, so these "modalités" are exempt from the application of the (default stipulations of) law.


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Note added at 4 hrs (2021-03-01 15:31:02 GMT)
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or to more accurate:

are exempt from (the application of) the default rules stipulated by (company) law





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Note added at 4 hrs (2021-03-01 15:34:14 GMT)
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as what they are doing is perfectly legal ("within the law"), they only exercised the perfectly legal option not to use "the model / the default rules".

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Note added at 5 hrs (2021-03-01 16:19:43 GMT)
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one proposition for the whole sentence:

Les modalités de transfert de parts sociales dérogent à la loi selon les statuts
=
According to the Articles of Association, transfer of shares modalities (/ methods / rules / procedures ...) are exempt from the default provisions of the law.

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Note added at 13 hrs (2021-03-02 00:47:26 GMT)
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Regarding: "Exempt" suggests that some authority of government has made the company exempt

In a sense, you could say that it's exactly what happened - the "authority" (/the lawmaker) exempted the Company from the obligation to follow "the model".

Or you could say that the company "exempted itself" from the default rule (/ "the model") simply by exercising an option offered by the law.

To make a parallel, a "permitted development" is in fact an "exemption" from the general planning rules? Or how else would you call it?



Daryo
United Kingdom
Local time: 15:34
Native speaker of: Native in SerbianSerbian, Native in FrenchFrench
PRO pts in category: 196
Notes to answerer
Asker: Ugh! modalities! I rather think this is not really "exempt" in the strict sense

Asker: "Exempt" suggests that some authority of government has made the company exempt.This is about a lawfully valid choice made by the company to apply certain provisions of its Articles of Association in place of those normally prescribed by law


Peer comments on this answer (and responses from the answerer)
neutral  Gina W: modalités = terms (and conditions), not modalities; parts sociales are shares of a company, not a society
1 day 12 hrs
  -> there are two different terms, depending on you putting your money in "une société de personnes" or "une société de capital ", so it's NOT always "shares", but it's too much of a digression, no point going into that, better left for another time.
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Reference comments


2 hrs peer agreement (net): +2
Reference: Statuts

Reference information:
See https://fr.wikipedia.org/wiki/Statuts and https://en.wikipedia.org/wiki/Articles_of_association

Marco Solinas
Works in field
Native speaker of: Native in EnglishEnglish, Native in ItalianItalian
PRO pts in category: 70
Note to reference poster
Asker: I misstyped - yes it's "les ststuts" and I know what they are = thank you!


Peer comments on this reference comment (and responses from the reference poster)
agree  Daryo: yes, it's about that!
6 mins
agree  philgoddard: I think it's important to point this out, because some people are confusing statute and statutes.
1 day 38 mins
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