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

Company Law (en cours)

For the purposes of Article L. 211-1 of the Monetary and Financial Code, “financial instruments are financial securities and financial contracts,” also referred to as “derivative financial instruments” . In addition, there are other instruments listed in Section C of Annex I of Directive No 2014/65 of 15 May 2014 , namely money market instruments, derivatives used for the transfer of credit risk,  …

Definition

For the purposes of Article L. 211-1 of the Monetary and Financial Code, “financial instruments are financial securities and financial contracts,” also referred to as “derivative financial instruments” . In addition, there are other instruments listed in Section C of Annex I of Directive No 2014/65 of 15 May 2014 , namely money market instruments, derivatives used for the transfer of credit risk, and emission allowances consisting of all units recognized as compliant with the requirements of Directive No 2003/87 of 13 October 2003 .

Financial instruments, which include marketable securities as defined in the second paragraph of Article L. 228-1 of the Commercial Code , are: Capital securities issued by joint stock companies, which include shares and other securities that grant or may grant access to capital or voting rights ; debt securities, which include bonds and participating securities ; as well as units or shares in collective investment undertakings. In accordance with Article L. 214-1 of the Monetary and Financial Code, collective investment undertakings include: Undertakings for Collective Investment in Transferable Securities (UCITS) authorized in accordance with Directive No 2009/65 of 13 July 2009  and alternative investment funds (AIFs), which fall under Directive No 2011/61 of 8 June 2011  on alternative investment fund managers.

Financial instruments can be traded on several trading platforms, which are venues for receiving, transmitting, and executing orders . In accordance with Directive No 2014/65 of 15 May 2014  and Article L. 420-1 of the Monetary and Financial Code, trading platforms include regulated markets, multilateral trading systems (SMN) or multilateral trading facilities (MTF), and organized trading systems (SON) or organised trading facilities (OTF).

A regulated market is a multilateral system , operated and/or managed by a market undertaking manager , which ensures or facilitates the meeting, within it and according to its 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 its rules and/or systems, and which is authorized and operates regularly in accordance with Title III of Directive No 2014/65 . The French regulated markets are Euronext Paris (the Paris Stock Exchange), MATIF, and MONEP.

A multilateral trading system is a multilateral system, operated by an investment undertaking or a market operator , which ensures 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 in accordance with Title II of the aforementioned directive . The multilateral trading systems approved by the AMF are Euronext Growth Paris, Euronext Access Paris, Aquis Exchange Europe, MTS France SAS, NOWCP, SIGMA X EUROPE MTF, TP ICAP EU MTF, TRAD-X EUROPE .

An organized trading system is a multilateral system, other than a regulated market or an MTF, within which multiple buying and selling interests expressed by third parties for bonds, structured financial products, emission allowances, or derivative instruments can interact in a way that results in the conclusion of contracts . The organized trading systems approved by the AMF are AUREL BGC, GRIFFIN MARKETS EUROPE, HPC Energy Trading OTF, HPC eTrading OTF, HPC Voice OTF, ICAP EU OTF, Tullett Prebon EU OTF, KEPLER CHEUVREUX, MARKET SECURITIES (FRANCE) SA, Tradition securities and futures, TSAF OTC .

CMF, Art. D. 211-1 A, II: “Financial contracts are: option contracts, forward contracts, swap contracts, forward rate agreements, and all other futures contracts relating to financial instruments, currencies, interest rates, yields, units mentioned in Article L. 229-7 of the Environmental Code, financial indices, or financial measures that can be settled by physical delivery or in cash; option contracts, forward contracts, swap contracts, forward rate agreements, and all other futures contracts relating to commodities that must be settled in cash or can be settled in cash at the request of one of the parties for reasons other than a default or other incident leading to termination; option contracts, forward contracts, swap contracts, and all other futures contracts relating to commodities that can be settled by physical delivery, provided they are traded on a regulated market, a multilateral trading system, or an organized trading system, except for wholesale energy products, as defined in point 4 of Article 2 of Regulation (EU) No 1227/2011 of the European Parliament and of the Council of 25 October 2011 on wholesale energy market integrity and transparency, which are traded on an organized trading system and must be settled by physical delivery; option contracts, forward contracts, swap contracts, and all other futures contracts relating to commodities that can be settled by physical delivery, not intended for commercial purposes, which have the characteristics of other financial futures instruments; futures contracts used for the transfer of credit risk; financial contracts with differential payment; option contracts, forward contracts, swap contracts, forward rate agreements, and all other futures contracts relating to climatic variables, freight rates, or inflation rates or other official economic statistics that must be settled in cash or can be settled in cash at the request of one of the parties for reasons other than a default or other incident leading to termination; any other futures contract concerning assets, rights, obligations, indices, and measures, not mentioned above, which has the characteristics of other financial futures instruments, taking into account that it is traded on a regulated market, a multilateral trading system, or an organized trading system.”

Directive No 2014/65 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive No 2002/92/EC and Directive No 2011/61/EU.

In accordance with Article 4.19 of Directive No 2014/65 of 15 May 2014, a multilateral system is a system or facility in which multiple buying and selling interests expressed by third parties for financial instruments can interact.

Also see CMF, Art. L. 421-2. In accordance with Article 4.18 of Directive No 2014/65 of 15 May 2014, a market operator is one or more persons managing and/or operating the activity of a regulated market and may be the regulated market itself.

Directive No 2014/65 of 15 May 2014, Article 4.22.

See AMF website, Obtaining approval for a trading platform.

Directive No 2014/65, Article 4.23 and Monetary and Financial Code, Art. L. 425-1.

Directive No 2003/87 of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC.

CMF, Art. L. 212-1-A. Securities that grant or may grant access to capital or voting rights, also called “composite securities,” notably include shares or bonds with stock warrants (ABSA or OBSA), stand-alone stock warrants (BSA), bonds convertible into shares (OCA), and bonds exchangeable for shares (OEA).

Commercial Code, Art. L. 228-37 et seq. Participating securities are financial instruments that may be issued by joint stock companies belonging to the public sector, cooperative companies constituted as public limited companies or limited liability companies, public limited companies for low-rent housing, and coordination companies as defined in Article L. 423-1-1 of the Construction and Housing Code.

Directive No 2009/65 of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations, and administrative provisions relating to certain undertakings for collective investment in transferable securities (UCITS).

Directive No 2011/61 of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.

AMF Position - DOC-2020-02, Clarifications regarding the concept of a trading platform, applicable notably to financial securities registered in a distributed electronic recording system.

Company Law (en cours)

129. Definition

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Sous parties

Les notions juridiques connexes

129. Definition

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Les notions juridiques connexes

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