All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Any company whose shares are admitted to trading on a regulated market or a multilateral trading system subject to the provisions of II of Article L. 433-3 that wishes to repurchase its own capital securities must declare to the Financial Markets Authority the operations it plans to carry out . Before the start of operations under the share repurchase program, the issuing company must publish, acc …

Declaration to the AMF of the planned operations

Any company whose shares are admitted to trading on a regulated market or a multilateral trading system subject to the provisions of II of Article L. 433-3 that wishes to repurchase its own capital securities must declare to the Financial Markets Authority the operations it plans to carry out . Before the start of operations under the share repurchase program, the issuing company must publish, according to the procedures set out in Article 221-3 of the AMF General Regulation, the program description in accordance with the provisions of Delegated Regulation No 2016/1052 of 8 March 2016, which supplements Regulation No 596/2014 of 16 April 2014 . During the execution of the repurchase program, any modification of one of the pieces of information listed in the description must be brought to the public's attention as soon as possible according to the procedures set out in Article 221-3 . A company commits a breach of the obligation to inform the public by not publishing a press release regarding the modification of its share repurchase program, as the information contained on its website, which does not constitute effective and complete dissemination, cannot substitute for it .

The issuing company is exempt from publishing the program description when the annual financial report mentioned in I of Article L. 451-1-2 of the Monetary and Financial Code, the registration document, the universal registration document, or the base document includes all the information that must be contained therein . Furthermore, the declaration obligation incumbent on the issuing company is deemed fulfilled when it has informed the market pursuant to Article 5 of Regulation No 596/2014 or the provisions of a market practice accepted by the Financial Markets Authority pursuant to Article 13 of the same regulation .

The issuer must also report monthly to the Financial Markets Authority, electronically, on the acquisitions, disposals, cancellations, and transfers it has carried out . The AMF may request from the issuing company any explanations or justifications it deems necessary . Persons who hold, alone or in concert, more than 10% of the issuer's capital, as well as its executives, are required to inform the AMF monthly of the number of securities they have sold to the issuer . An issuer that informs the AMF of only part of the transactions carried out under a share buyback program is subject to a financial penalty . A company breaches the obligation to inform the supervisory authority when, for nine consecutive months, it does not report its gross purchases of its own shares, even if its interventions ultimately led to the total sale of those shares . A company that fails to make weekly buyback declarations of its shares and sends the AMF a purportedly summary document but in reality incomplete, violates its reporting obligations . Conversely, a company does not breach the obligation to inform the public, even if it disseminates incomplete and late information on transactions carried out on its own shares, as long as this does not have a significant impact on the share price .

Any issuer whose securities are admitted to trading on a regulated market, which proceeds or plans to proceed with the repurchase of its shares pursuant to Article L. 22-10-62 of the Commercial Code, without informing the AMF and the market, when the operation is neither for the purpose of allocating shares to employees nor for a capital reduction not motivated by losses, undermines investor protection and the proper functioning of the market . The same applies to a company that does not inform either the public or the AMF of multiple acquisition and disposal operations carried out on its own securities, thereby undermining investor protection .

RGAMF, Art. 241-2, I, by reference to Article L. 451-3, para. 5, CMF.

AMF, 16 January 2008, LawLex202300000948JBJ.

RGAMF, Art. 241-2, II, by reference to Art. L. 451-3, para. 5, CMF.

AMF, 22 October 2012, LawLex202300000564JBJ.

CMF, Art. L. 451-3, II and Art. 241-4, II RGAMF.

Paris, 16 June 2016, LawLex202300000899JBJ; AMF, 13 January 2011, LawLex202300000951JBJ, specifying that the company that did not inform the market of the gradual increase in the proportion of self-held shares over three fiscal years is subject to a sanction, the amount of which may be mitigated considering that it made a monthly declaration of its share buybacks on its website.

Company Law (en cours)

155. Declaration to the AMF of the planned operations

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155. Declaration to the AMF of the planned operations

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise