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

Company Law (en cours)

Transactions specific to regulated markets are listed in Articles L.  433-1 to L. 433-4 of the Monetary and Financial Code. These are takeover  bids and exchange offers, which may be voluntary or mandatory, and public buy-out offers.

According to the Financial Markets Authority (AMF), a public tender offer is a stock market procedure to acquire control of a listed company, or to increase a stake  …

Principle

Transactions specific to regulated markets are listed in Articles L.  433-1 to L. 433-4 of the Monetary and Financial Code. These are takeover  bids and exchange offers, which may be voluntary or mandatory, and public buy-out offers.

According to the Financial Markets Authority (AMF), a public tender offer is a stock market procedure to acquire control of a listed company, or to increase a stake in a listed company that is already controlled. When the acquisition of securities by the offeror is proposed for a cash sum, the offer is called a buyout; when the acquisition is proposed in exchange for other listed securities issued or to be issued, the offer is called an exchange offer. The public buyout offer, which can be initiated either by the majority or the minority shareholders, aims to acquire the remaining outstanding securities when the majority shareholders reach a stake of at least 90% of the capital or voting rights.

For the purposes of Article 231-2 of the AMF General Regulation, the initiator of an offer is any natural or legal person or entity that submits, or on whose behalf one or more investment service providers submit, a draft offer. The target company is the issuer whose financial instruments are the subject of the offer. The persons concerned by the offer are the initiator and the target company, as well as the persons or entities acting in concert with either.

Pursuant to Article L. 233-10 of the Commercial Code, persons are deemed to be acting in concert where they have entered into an agreement with a view to acquiring, disposing of, or exercising voting rights in order to implement a common policy vis-à-vis the company or to obtain control of that company. Article L. 233-10-1 supplements this definition with two examples specifically relating to public takeover bids, providing that, in such a transaction, persons are deemed to be acting in concert where they have entered into an agreement with the offeror of a public offer with a view to obtaining control of the company that is the subject of the offer, as well as those who have entered into an agreement with the offeree company in order to cause the offer to fail. According to the Council of State, Article L. 233-10-1 does not preclude the application of the general definition of acting in concert, given by Article L. 233-10, to other types of agreements, including within the framework of a public tender offer. Consequently, companies that express their common intention to manage their shareholdings in the best possible manner and to enhance their value by opposing a mandatory squeeze-out following a public tender offer must be regarded as acting in concert, even if their agreement was entered into on a temporary basis or includes a plan for the subsequent disposal of the securities held . Finally, the concerned providers are French or foreign investment service providers or institutions, that present the offer or advise the persons concerned by the offer .

Cons. d'Et., 29 May 2024, LawLex202400004059JBJ.

Company Law (en cours)

148. Principle

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148. Principle

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Les décisions de justice citées dans ce paragraphe :

Sous parties

Les notions juridiques connexes

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