May 8, 2021 12:00
3 yrs ago
55 viewers *
French term
matérialité des actions
French to English
Bus/Financial
Business/Commerce (general)
Statuts and shareholders' agreement of a company.
"Article 11 – Forme des actions
Les actions sont obligatoirement nominatives.
La matérialité des actions résulte de leur inscription au nom du ou des titulaires sur des comptes tenus à cet effet par la Société dans les conditions et les modalités prévues par la loi.
À la demande de l’associé, une attestation d’inscription en compte lui sera délivrée par la Société."
The way I naturally incline to translate this is "The shares are given tangible form through their registration in the name of...". The question is, what does the author want to convey through the use of the word matérialité? Maybe I've missed something essential. Had a look at TLFi, but no joy.
This word has 3 archive entries, but I can't seem to shoehorn one of them in here.
"Article 11 – Forme des actions
Les actions sont obligatoirement nominatives.
La matérialité des actions résulte de leur inscription au nom du ou des titulaires sur des comptes tenus à cet effet par la Société dans les conditions et les modalités prévues par la loi.
À la demande de l’associé, une attestation d’inscription en compte lui sera délivrée par la Société."
The way I naturally incline to translate this is "The shares are given tangible form through their registration in the name of...". The question is, what does the author want to convey through the use of the word matérialité? Maybe I've missed something essential. Had a look at TLFi, but no joy.
This word has 3 archive entries, but I can't seem to shoehorn one of them in here.
Proposed translations
(English)
Proposed translations
+1
2 days 20 hrs
Selected
ownership of the shares is substantiated by...
I came across this term several times at my old law firm and this is what the lawyers there went with.
On its own, "matérialité" does mean existence, so something like "existence of the shares is substantiated/evidenced by an entry..." would be accurate, but because of the context (the phrase "au nom du ou des bénéficiaires" and the next sentence), it is clear that this paragraph is about the very practical issue of proving ownership of the shares. The point is to inform shareholders that while, disappointingly, they won't receive an actual roll of parchment for each share they buy, an entry in the stock ledger suffices to prove that they own shares.
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Note added at 4 days (2021-05-12 13:17:59 GMT)
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Thank you for your note, Mpoma. You're right, I've only skimmed through the discussion, but I will read it in more detail. I only shared what my former French and US colleagues went with because it means that you can either go for a very literal translation (such as "existence of the shares is substantiated" or simply "shares take the form of an entry" in the name of their holder) or one that focuses on the main and very practical consequence of shares being paperless, i.e., proof of ownership, since it is also very much the point of this article. Either way, I just meant to show that you don't need to resort to a very complex turn of phrase. I hope this helps!
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Note added at 5 days (2021-05-13 15:13:41 GMT)
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I've just read the discussion in more detail and now I understand some of the confusion. While I agree with various elements of most contributions, they seem to me to have missed a key element: "matérialité" means "Caractère matériel et ***vérifiable****". So it's not that an entry in the register causes shares to "exist" (they exist as a result of being issued, as was rightly pointed out by others), it rather causes their existence to be verifiable, i.e., it provides proof of their existence, and since they are registered in the name of shareholders, it provides proof of who owns them. Whatever option you choose, you need that concept in your translation, hence my suggestions. I hope this helps as well.
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Note added at 7 days (2021-05-15 20:12:03 GMT)
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Le Robert:
Matérialité
(Droit) Caractère matériel et vérifiable. La matérialité du fait (distinguée de ses motifs).
https://dictionnaire.lerobert.com/definition/materialite
I'm afraid François' translation goes a little too far, though. "Matérialité" and "proof" are not synonyms. Others suggested "tangibility" but that's also off, as was pointed out by other contributors. To me, a closer synonym would be "réalité", as in "actual/verifiable existence". The context backs this up I think.
On its own, "matérialité" does mean existence, so something like "existence of the shares is substantiated/evidenced by an entry..." would be accurate, but because of the context (the phrase "au nom du ou des bénéficiaires" and the next sentence), it is clear that this paragraph is about the very practical issue of proving ownership of the shares. The point is to inform shareholders that while, disappointingly, they won't receive an actual roll of parchment for each share they buy, an entry in the stock ledger suffices to prove that they own shares.
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Note added at 4 days (2021-05-12 13:17:59 GMT)
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Thank you for your note, Mpoma. You're right, I've only skimmed through the discussion, but I will read it in more detail. I only shared what my former French and US colleagues went with because it means that you can either go for a very literal translation (such as "existence of the shares is substantiated" or simply "shares take the form of an entry" in the name of their holder) or one that focuses on the main and very practical consequence of shares being paperless, i.e., proof of ownership, since it is also very much the point of this article. Either way, I just meant to show that you don't need to resort to a very complex turn of phrase. I hope this helps!
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Note added at 5 days (2021-05-13 15:13:41 GMT)
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I've just read the discussion in more detail and now I understand some of the confusion. While I agree with various elements of most contributions, they seem to me to have missed a key element: "matérialité" means "Caractère matériel et ***vérifiable****". So it's not that an entry in the register causes shares to "exist" (they exist as a result of being issued, as was rightly pointed out by others), it rather causes their existence to be verifiable, i.e., it provides proof of their existence, and since they are registered in the name of shareholders, it provides proof of who owns them. Whatever option you choose, you need that concept in your translation, hence my suggestions. I hope this helps as well.
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Note added at 7 days (2021-05-15 20:12:03 GMT)
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Le Robert:
Matérialité
(Droit) Caractère matériel et vérifiable. La matérialité du fait (distinguée de ses motifs).
https://dictionnaire.lerobert.com/definition/materialite
I'm afraid François' translation goes a little too far, though. "Matérialité" and "proof" are not synonyms. Others suggested "tangibility" but that's also off, as was pointed out by other contributors. To me, a closer synonym would be "réalité", as in "actual/verifiable existence". The context backs this up I think.
Note from asker:
| Thanks... useful to know what your French lawyers thought. Did you read any of the lengthy discussion? We kind of reached this conclusion about ownership being the point. But, as was pointed out by AllegroTrans, the phrase often uses instead the expression "propriété des actions", so the deliberate choice to use <i>matérialité</i> instead poses a few questions. The word itself doesn't contain any notion of "ownership" unfortunately but, as you might see from the discussion (if you can be bothered), registered shares seem to not-quite-exist until they are actually owned by someone/something, unlike bearer shares. |
| Thanks. Where do you get this definition include "vérifiable" from? I just looked up Wiktionnaire and TLFi, and can't see it there. If you get this from a reliable source this would help. François Boye makes a similar claim re "proof" (i.e. pretty much the same claim), but also fails to supply any authority to back up the claim. |
3 KudoZ points awarded for this answer.
Comment: "Thanks. Put my original suggestion in the end, but your answer is the "most helpful"... still not sure!"
-1
1 hr
Francois Boye
United States
United States
Native in French
Specializes in field
United States
An economic geek with social skills
Native in: French 
Works in: English to French, French to English, Spanish to English, and 1 more.
Related KudoZ points
:
102
the proof of the shares
some requirements must be met for a piece of paper to be called a share.
Note from asker:
| I don't see any evidence of proof being involved, from the definitions, e.g. TLFi, Wiktionnaire. It is close, but more like "the reality of things"... can you give a convincing link (in French) which shows the idea of "proof" being involved? |
Peer comment(s):
| disagree |
Conor McAuley
: N/a/Without wanting to cause offence gratuitously / you are so obviously not a native speaker of English and appear to have little knowledge in this subject area (not EN terms anyway). No references, no "proof", ironically. / Forced to move from neutral.
8 hrs
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Not the point! 'matérialité' issue in French arises when evidence is necessary to establish a point or a claim. Proof of the shares means the evidence that establishes the authenticity of the shares.
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| neutral |
AllegroTrans
: It's "proof" in one sense, but this is not the translation
1 day 4 hrs
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-1
2 hrs
the shares' validity
They assume validity upon registration. https://www.lawinsider.com/clause/validity-of-shares
Peer comment(s):
| disagree |
Conor McAuley
: N/a/ Discussion took a trip or something. / Look at your explanation, isolate the words "validly issued", and think about it. Shares that are issued only exist in the eyes of the company when they are registered. / You're like 40% the way there, but no.
6 hrs
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Hi Conor, are you saying validity is n/a, or just "no comment"? I'm pretty sure this is exactly the translation and can't believe how far adrift the discussion.
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-1
19 mins
Conor McAuley
France
France
Native in English
Specializes in field
France
Excellence, Expertise & Experience
Native in: English (Variants: Irish, British, Wales / Welsh, UK, Scottish)
Works in: French to English, English
Related KudoZ points
:
135
French term (edited):
La matérialité des actions résulte de leur inscription
Shares are deemed to exist by dint of them being entered
An unusual way of putting it in the French, usually it's something that translates to "Shares exist in the eyes of the Company when...", or "Ownership of shares arises out of them being entered...".
Matérialité = material existence
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Note added at 21 mins (2021-05-08 12:21:29 GMT)
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OR
"arises out of the entry thereof"
This is maybe tidier and better stylistically.
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Note added at 22 mins (2021-05-08 12:23:19 GMT)
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APOLOGIES, my amended answer should read as follows:
"Shares are deemed to exist by dint of THE ENTRY THEREOF..."
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Note added at 9 hrs (2021-05-08 21:42:26 GMT)
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The UK usage of "by dint of" is widespread (see below); in any case, I offer alternatives, for those of you who managed to read my full answer.
Search for: "by dint of" parliament churchill
About 80,000 matches. As hinted below, Ms Clinton was not the first person to use the expression...it's like invalidating the word "and", just because the last POTUS used it.
https://www.google.com/search?q="by dint of" parliament chur...
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Note added at 11 hrs (2021-05-08 23:52:00 GMT)
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To attribute an expression that is widely used in the UK and in US to a single person is just dishonest, and shameful intellectually. Decide for yourselves: (I invite the person in question to withdraw his/her shameful comment)
"Dint is a Hillary Clintonism from Chicago."
Collected Works of Abraham Lincoln. Volume 3.https://quod.lib.umich.edu ›
lincoln
Traduire cette page
By dint of great labor since the election, I have got together a nearly, (not quite) complete single set to preserve myself. I shall preserve your address, and if I can, ...
mrrafe You got better than Lincoln?
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Note added at 11 hrs (2021-05-08 23:59:07 GMT)
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https://quod.lib.umich.edu/l/lincoln/lincoln3/1:77?rgn=div1;...
First paragraph.
BLM https://en.wikipedia.org/wiki/List_of_presidents_of_the_Unit...
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Note added at 12 hrs (2021-05-09 00:01:49 GMT)
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Shame on you all.
Peer comment(s):
| neutral |
Rob Grayson
: I think the idea is on the right lines but "shares are deemed to exist" feels a bit awkward (and gets zero Google hits). / I certainly don't see Ghits as the be-all-and-end-all – far from it – but in this case the fact that zero show up is a red flag.
7 mins
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I do generally use ghits as a criterion, and I take your point, but I think my answer reads well. You should have seen my "first draft"!!!
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| neutral |
Daryo
: Good explanation, but it's not a translation.
11 mins
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| neutral |
AllegroTrans
: "by dint of" is not an expression I would expect to see in an EN document of this kind; and they would exist regardless of registration if the company had an issued share capital.
1 hr
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The shares exist, but not in the eyes of the company, until an entry is made in the Share Registry. No dividends, or voting rights, until they are registered. https://www.merriam-webster.com/dictionary/dint Perfectly fine formal language.
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| neutral |
mrrafe
: Dint is a Hillary Clintonism from Chicago. Could be "by reason of" or "by operation of." // I know, I checked it out when she attributed her successes to it (2016).
4 hrs
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https://www.merriam-webster.com/dictionary/dint Ms Clinton did NOT invent the term, with respect. / Ms Clinton is not a model of language use by any means, given her use of the word "deplorables" to stigmatise ordinary folk expressing opinions.
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| disagree |
Francois Boye
: this is not a translation, Sir!
1 day 2 hrs
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Discussion
Anyway Helene, well done on teasing out the definition of "matérialité". I for one didn't think of turning to Larousse, even though it sits on a shelf within two metres of my desk!
Mea culpa. We all make mistakes.
Bear in mind that in centuries past people (nerds) spent not a single thread but many, many lengthy volumes discussing how many angels can dance on the head of a pin. And good luck to them. But I don't think it was ever mandatory for theologians to join in.
Personally I'm still not entirely clear what's going through French lawyers' heads when they make that choice to use this expression rather than propriété des actions.
To me a stronger argument against "are given/acquire tangible form" is that all shares are, in legal terms, tangible assets, never intangible. More appropriate might be to say "shares are given form". But that sounds too weird.
It is possible to use a word like "tangible" in a non-legal way even though this is a legal text, and that's what I'm doing with my suggestion. The justification for doing that is that that is what the French lawyers who use it (and the expression on its own has 30k ghits, so this is not a one-off idiosyncrasy) are doing: justement, this use of the word matérialité is not about whether the shares are "dématerialisées" or about whether they are "biens immatériels/incorporels": it's something else, and I'd qualify that something else as mundane.
That being the case, this has been a somewhat academic but no less interesting discussion about the issues raised by the text at hand. To imply that anyone who prefers to throw around ideas and their relative merits rather than simply agree with your answer – however obvious you may consider it – is behaving embarrassingly is, IMHO, just as much a personal comment as anything else here, even if you didn't mention any specific names.
If you look in the place where teeth usually are, and there aren't any teeth there, there won't be a tibia there in place of the teeth, but false teeth. I hope the analogy is understandable.
My point being that this term is trying to communicate exactly what other AoA texts communicate in their corresponding clauses.
Sometimes the truth is very simple and straightforward and just requires common sense to be seen.
And if me claiming to have a modicum of common sense passes as grandiose self-promotion, then gosh, what a small ego I must have.
If more agreement had emerged about the putative *precise* meaning I'd be more inclined to be persuaded that the French author herself hadn't in fact contented himself with an ambiguous expression.
Why not read my full answer?
"the drafter's inate boredom at producing so many of these" (Allegro/Chris)
"matérialité des actions" tons of hits, sorry to pick you up on this.
Maybe it proves your point. But, more probably, lawyers charge €100 an hour for cut and paste. (I've seen it happen many times.)
https://www.google.com/search?q="materialité des actions"&bi...
"Toute Action est indivisible ***à l'égard de la Société***." (just to stress the idea of the company deciding the way things will happen by means of it Articles of Association)
[...]
"ARTICLE XX : PROPRIETE ET FORME DES ACTIONS
(The following is the bit equivalent to the term we have in this question. Bear in mind that you can change your votes. Not that there's another credible answer versus mine.)
***La propriété des Actions résulte de leur inscription en compte au nom du ou des titulaires dans les conditions fixées par la réglementation en vigueur.***"
This is from a job I worked on last month. Rough estimate, I must have done 15, 20, maybe more Articles of Association.
Boring overall, these jobs, but interesting in the detail sometimes. You always learn something.
Defining what shares are in question is completely off-topic, that's what I opted out of the discussion early doors.
And we do not say ""you don't have nothing to do with the company...."
But that doesn't change one iota the key point.
You could also illustrate it by making comparisons with coagulation, condensation, limbo, ... why not.
I really can't see ANY pressing / unavoidable need to twist the meaning of "A" résulte de "B".
Especially that it makes in fact perfect sense. A nominative share would acquire "matérialité" i.e. finally become a "real/existing" nominative share attached to the nominated holder only when registered, the way this company (and plenty others) wants to do it.
You could also have a system where a tangible paper share with the name of the holder on it is seen as "the embodiment" of the shareholder's rights, but that's not the case here. The way this company wants to do it, nominative shares would "exist" only in the form of an entry in the corresponding register.
https://www.business-standard.com/article/pf/what-is-demater...
You may want to change the term ''tangible'' in your suggestion "The shares are given tangible form through their registration in the name of..." with the term ''physical'' as you may as well consider going for my suggestion ''The physical form of shares is the result of ....''
When I think of why someone might, perhaps rather perversely, choose to use matérialité, I'm inclined to think of its opposite, immatérialité. So here we have these freshly created shares, which are only "proper" or "valid" if they are actually registered. The only problem is, they are not yet registered. So they are in limbo, and I choose this word judiciously (officially, the place where unbaptised babies go if they die).
These "virtual", "liminal" shares, hovering between states of being and non-being, are therefore waiting to coagulate or condense on the only thing which can resolve their (no doubt painful) intrinsic ontological tension, make them know they exist and unequivocally breathe existence into them: an owner.
I'd love to know what Cyril (Tollari) and Eliza (Hall) (always big on this idea of lawyers' precision) make of it...
"La propriété des actions résulte de leur inscription" gets 3,720 Ghits.
All this really tells us is that the latter seems to be used far more often than the former. It doesn't tell us anything about *why*, in this particular case, the former has been chosen over the latter.
I was surprised when I googled to see that this is indeed a very common expression ... so maybe this "eccentricity" has become a convention to dumbfound the uninitiated multitude.
That said, I think you can safely conclude this to be the meaning - a share being recorded in the share register provides proof of ownership.
You have a clear case of eccentric drafting IMO.
Of course "nominal" is also a false friend for many non-English-speakers (and many English-speakers).
The term is a very common term, no need for a client query:
https://www.google.com/search?q="materialite des actions" st...
The meaning is IMPLIED. In the eyes of the company/as deemed by the Company.
Basta !
??? ALL this search proves is that "La matérialité des actions résulte de leur inscription au nom du titulaire ..." is a bog standard clause when it comes to nominative shares **and ALWAYS includes résulte de**
It doesn't prove NOTHING about when nominative shares get turned from potentially empty talk about what will be done into "existing nominative shares". Nor it proves in any way that "In the eyes of the company/as deemed by the Company" is THE translation.
The meaning is crystal clear:
(nominative) shares come into existence by being recorded in the company's register of nominative shares
IOW it's not that this register is a confirmation of existing facts, (in which case one could claim to have shares that exists but haven't been registered), its the entry itself in the register that is "the material existence / the embodiment" of the share (=> no entry in the nominal register, no nominative shares - end of)
OK point taken.
2. [Law] the quality of being relevant or significant (OED)
So yes, Daryo is right to suggest that the text is saying your share certificates are of no relevance or import unless and until they are registered with the company. The question, as it has been along, is how best to translate that into concise and natural-sounding English.
https://www.google.com/search?q="materialite des actions" st...
The meaning is IMPLIED. In the eyes of the company/as deemed by the Company.
Basta !
What this text literally says is "you don't have nothing to do with the company unless your shares are registered in your name in the register" and in case there is any litigation, I don't think any judge would interpret it any differently.
If you have "bearer shares" these shares "exist" in the paper documents/the printed shares themselves. The "bearer shares" get lost or destroyed you have NOTHING.
Here the "nominal shares" exist ONLY in the form of an entry in the register. Whatever papers you have, if you are not in the register = you have no shares,
You could ask the client, who may or may not have a clue. It would be handy to be able to ask a native French person well versed in corporate finance and/or corporate law to explain what they think "matérialité" means here.
This may or may not imply an incorrect use of matérialité, I'm not sure. Still a client query.
Client query I think.
French does this a lot. For examples in brackets in a sentence, in English we need "e.g.", in French, no.
Shares very clearly exist as soon as they are issued (so the sentence is factually wrong, making it weird), so the company's viewpoint about the shares is what is being explained here.
IMHO, the more likely possibility is that the French is conceptually somewhat sloppy and "matérialité" isn't really the right word here. The only thing that really changes when the shares are registered is the formal record of their ownership (I was going to say their ownership changes when registered, but legally I suspect you could argue that a legal change in their ownership is a separate "transaction" from their registration.)
matérialité des actions résulte de leur inscription
=
the existence of shares is the result of making an entry in the share register
IOW, you may well have a piece of paper saying that you have been allocated X shares, and even paid them 100%, nevertheless until the moment there is an entry in the share register saying so, you don't have any shares yet, just some kind of promise.
A bit like when you sign the contract and pay for the house, but until the Land registry says so, you are still NOT the owner of the house.
Maybe Rob will be back on this later. If shares are created by being issued, clearly matérialité as used in this particular sentence, by this particular author (who may be using the word incorrectly of course), does mean something other than existence: they are issued/created and then the process of registering them (per this author) changes their status in some way.
If the author had instead meant to write *négociabilité* it might make more sense, and fit the context perhaps: the previous sentence says that all shares are registered, and therefore the question of when the issued shares become negotiable does arise (unlike with bearer shares).
The French is conceptual, English needs something more "terre-à-terre", in the real world. The shares obviously DO exist before they are entered into the Share Register.
BTW, I don't find this wording being in any way "weird" - it's crystal clear.
Which doesn't mean that you have to stick to the same sentence structure, or try to stay close as possible to a literal translation - as long as you don't lose in the translation the key point: shares come into existence by being registered.
- "Shares exist in the eyes of the Company when..."
- "Ownership of shares arises out of them being entered..."
NEW:
- "The Company recognises the existence of shares when they are entered..."
Off the top of my head I can't come up with a neat and natural-sounding way of rendering this in English, and I don't have time to look into it further right now. If someone has time to browse through a load of articles of association/incorporation looking for clauses about the form of shares, they might find a suitable approximation.