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

Company Law (en cours)

In accordance with Article L. 421-1 of the Monetary and Financial Code, and Article 4 of Directive No 2014/65 of 15 May 2014, a regulated market for financial instruments is a multilateral system that ensures or facilitates the meeting, within it and according to non-discretionary rules, of multiple buying and selling interests expressed by third parties for financial instruments, in a manner that …

Characteristics

In accordance with Article L. 421-1 of the Monetary and Financial Code, and Article 4 of Directive No 2014/65 of 15 May 2014, a regulated market for financial instruments is a multilateral system that ensures or facilitates the meeting, within it and according to non-discretionary rules, of multiple buying and selling interests expressed by third parties for financial instruments, in a manner that results in the conclusion of contracts concerning financial instruments admitted to trading under the rules and systems of this market . French regulated markets are recognized and operate in accordance with the provisions specifically dedicated to them by the Monetary and Financial Code relating to French regulated markets .

The notion of a “regulated market” within the meaning of Article L. 421-1 should not necessarily be understood as a French regulated market but as a market that, regardless of its geographical location, corresponds to the definition of a regulated market given by this text . The recognition of the status of a regulated market for financial instruments is decided by order of the Minister of Economy upon the proposal of the Financial Markets Authority . The latter consults the Prudential Supervision and Resolution Authority on the measures provided by the market undertaking to comply with the obligations mentioned in paragraphs 2 and 4 of I and II of Article L. 421-11 of the Monetary and Financial Code . Also, the Financial Markets Authority proposes, under the same conditions, the revision of the recognition of the status of a regulated market when it appears that the conditions to which the initial proposal was subject are no longer met . The Financial Markets Authority only proposes to recognize the status of a regulated market if it is convinced that the directors and shareholders of the market undertakings possess the required honorability, have the knowledge, skills, and experience necessary for the exercise of their functions and devote sufficient time to them, and that there are no objective and demonstrable reasons to believe that the corporate bodies constituted by these persons within the market undertaking might compromise its effective, sound, and prudent management and the appropriate consideration of market integrity .

Pursuant to Article 56 of Directive No 2014/65, each Member State of the European Union must establish a list of the regulated markets for which it is the home Member State and communicate it to the other Member States and the European Securities and Markets Authority (ESMA). Each modification of this list results in a similar communication. ESMA publishes and maintains on its website a list of all regulated markets. The inclusion of a market on the aforementioned list of regulated markets is not a necessary condition for the classification of this market as a regulated market . Indeed, to be classified as a regulated market, it must be authorized and operate regularly in accordance with Title III of the directive.

CJEU Case C-658/15 College van Beroep voor het Bedrijfsleve, Judgment of 16 November 2017, not available in English, which, applying the former Directive No 2004/39, held that a trading system in which multiple fund agents and brokers represent respectively “open-end” investment funds and investors, the sole purpose of which is to facilitate those investment funds in their obligation to to execute the purchase and selling orders for shares placed by those investors, constitutes a regulated market within the meaning of the Directive on markets in financial instruments.

Cass. crim., 1 April 2020, LawLex202200009779JBJ.

CMF, Art. L. 421-4, para. 1; Cass. com., 10 February 2021, LawLex202200011487JBJ, considering that neither the Alternext market, a multilateral trading facility, nor the Nyse Euronext market constitute regulated markets within the meaning of French legislation and the directive on financial instruments markets; CA Grenoble, 13 September 2018, LawLex202200011582JBJ, specifying that a clause in a share transfer agreement providing that an additional price is payable if the shares are admitted to listing on a regulated market does not apply to listing on the Alternext market, which constitutes a multilateral trading facility with regulatory requirements relaxed compared to a regulated market; CJEU Case C-248/11 Curtea de Apel Cluj, Judgment of 22 March 2012,  LawLex202600001181JBJ, holding that a financial instruments market that is not approved as a regulated market and does not operate according to the requirements necessary for obtaining and maintaining such status does not constitute a “regulated market” within the meaning of the directive on financial instruments markets, even if its operator has merged with the operator of such a market.

Case C-248/11 Curtea de Apel Clujs, Judgment of 22 March 2012, LawLex202600001181JBJ.

Company Law (en cours)

131. Characteristics

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131. Characteristics

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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