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Law, Public Offers and Restructurings

Didier Martin * Senior Partner, Bredin Prat. Contact : Gaël Rivière, avocat au Cabinet Bredin Prat, a apporté une grande aide à la rédaction de cette contribution.

French rules governing public offers have been amended frequently, sometimes reflecting the legislator's desire to encourage such transactions and sometimes reflecting a distrust of them. In the latter case, this is notably due to the restructurings that they can entail.

In view of these risks, the law of 29 March 2014 attempted to tighten the restrictions on restructurings contemplated in the context of takeover bids by increasing the powers of the board and of the works council. However, the actual scope of these new provisions needs to be qualified with regard to the restrictions they introduce. Conversely, foreign investment procedures, which may result in the investor having to give a certain number of commitments, appear to take on a much more important role in these transactions.

A distinction must be made between voluntary takeover bids on the one hand and mandatory bids and buyout offers on the other, as the rules governing them provide for different approaches to restructurings, in particular with regard to the AMF's discretion either to grant exemptions or to impose the filing of an offer. In order to limit so-called financial takeover bids, initiated notably by investment funds, France has opted for a high threshold, of 95%, triggering a squeeze-out.

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