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

Company Law (en cours)

The general regulation of the Financial Markets Authority (AMF) sets the conditions under which any natural or legal person, a shareholder of a company whose registered office is established in France , and whose shares are admitted to trading on a regulated market of a Member State of the European Union or another State party to the agreement on the European Economic Area, acting alone or in conc …

Crossing of thresholds

The general regulation of the Financial Markets Authority (AMF) sets the conditions under which any natural or legal person, a shareholder of a company whose registered office is established in France , and whose shares are admitted to trading on a regulated market of a Member State of the European Union or another State party to the agreement on the European Economic Area, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, who comes to hold, directly or indirectly, more than 30% of the capital or voting rights, or holds, directly or indirectly, a number between 30% and half of the capital or voting rights and who, within less than twelve consecutive months, increases their holding in capital or voting rights by at least 1% of the capital or voting rights of the company, is required to immediately inform the Financial Markets Authority and to file a public offer project to acquire a determined quantity of the company's securities . The obligation to file a public offer may constitute the sanction for filing a non-compliant public exchange offer project, to occur after the initiator has acted in concert to acquire a stake exceeding the one-third threshold of the target's capital . Failing to make this filing, the securities held by this person beyond three-tenths or beyond their increased holding by the aforementioned one-hundredth fraction of the capital or voting rights are deprived of voting rights .

The AMF may grant an exemption from the obligation to file a public offer, particularly in cases of: gratuitous transfer between individuals; distribution of assets by a legal entity in proportion to the rights of the partners; subscription to a capital increase of a company in a proven financial difficulty situation, subject to the approval of the general meeting of its shareholders; combination of a merger or contribution operation subject to the approval of the general meeting of shareholders  and the conclusion between shareholders of the companies involved in the operation, of an agreement constituting concerted action; reduction in the total number of capital securities or the total number of voting rights existing in the target company, holding of the majority of the voting rights of the company by the applicant or by a third party, acting alone or in concert; holding of the majority of the company's capital by the applicant or by a third party, acting alone or in concert following an offer made according to the normal procedure referred to in Chapter II of the title; reclassification operation, or analyzed as a reclassification, between companies or persons belonging to the same group ; merger or contribution of a company holding directly or indirectly more than 30% of the capital or voting rights of a French law company whose capital securities are admitted to trading on a regulated market of a Member State of the European Union or another State party to the agreement on the European Economic Area, including France, and which does not constitute an essential asset of the contributed or absorbed company ; allocation of double voting rights between 3 April 2014 and 31 December 2018 and acquisition of control, within the meaning of the applicable texts, of a company holding, directly or indirectly, more than 30% of the capital or voting rights of a company whose capital securities are admitted to trading on a regulated market of a Member State of the European Union or another State party to the agreement on the European Economic Area, including France, and which does not constitute an essential asset of the company whose control is acquired .

The conditions for filing the draft offer and the conduct of operations are the same as those for voluntary public tender offers and exchange offers.

See CA Paris, 13 January 1998, LawLex202300006413JBJ, emphasizing that the mandatory public policy provisions of French law regarding public offers and the general regulation of the supervisory authority may require a foreign company to submit a mandatory public tender offer, as long as the target operates on a regulated French market.

CMF, Art. L. 433-3, I; AMF General Regulation, Art. 234-2 and 234-5. See, for an application, AMF, 25 July 2013, LawLex202300000943JBJ, holding that crossing the threshold of one-third of the shares of the capital or voting rights of a third-party company requires the author, under penalty of harming investor protection and the proper functioning of the market within the meaning of Article L. 621-14 of the Monetary and Financial Code, to file a tender offer for all of the capital and shares of the company.

CA Paris, 2 April 2008, LawLex202200008465JBJ.

Cf. CA Paris, 11 June 1997, LawLex202300006349JBJ, in the absence of approval of the transaction by the general meeting.

Cass. com., 28 May 2013, LawLex202200007238JBJ. See a contrario, CA Paris, 13 September 2005, LawLex202300006396JBJ, considering that an exemption from the obligation to file a public offer is not justified when a memorandum of understanding intended to strengthen the concert between a family group and a third-party company in a holding company, towards parity in capital and voting rights, combined with statutory provisions, undermines the predominance of the family group in exercising control over the holding company.

Cass. com., 19 October 1999, LawLex202200007237JBJ.

AMF General Regulation, Art. 234-9. - See, for an application, CA Paris, 24 March 2022, LawLex202300002310JBJ, noting that the AMF can, to demonstrate that a subsidiary does not constitute an essential asset in a group, support the analysis of quantitative data with qualitative data establishing that the buyer does not acquire it with the aim of deploying a new market segment or developing a business line already operated by the latter and that it constitutes a low-profitability asset for an investment fund.

Company Law (en cours)

150. Crossing of thresholds

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150. Crossing of thresholds

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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