FRANCE Law and Practice Contributed by: Sophie Vermeille, Vermeille & Co
nificant proportion of the shareholder base, and their collective organisation can make them a powerful voice in demanding accountability from management or seeking regulatory intervention. 11.6 Proportion of Activist Demands Met Reliable quantitative data on the overall proportion of activist demands met in France remains scarce, as many campaigns are negotiated privately and out- comes are often partial or incremental. Nevertheless, several recent developments illustrate the evolving balance. Tender Offers: Neoen, Compagnie Artois (Among Others) In early 2025, minority shareholders achieved several notable victories in the context of tender offers, where co-ordinated campaigns and regulatory pressure led the AMF to take a more receptive stance on issues of price fairness and minority protection. These cases highlight that activism can be effective when com- bined with the AMF’s supervisory powers, particularly in ensuring compliance with mandatory tender offer rules. Judicial Setbacks: TotalEnergies By contrast, in 2024, the Commercial Court of Nan- terre issued a rare but significant decision rejecting the filing of an advisory shareholder resolution in the TotalEnergies Case. This outcome illustrates the per- sistent structural barriers faced before commercial courts, where the judiciary often remains less favour- able to minority shareholders compared to the AMF. Vivendi/CIAM Perhaps the most prominent success has been the Vivendi case, in which activist fund CIAM persuaded the Paris Court of Appeal to recognise the de facto control exercised by the Bolloré group, thereby com- pelling the AMF to impose a mandatory tender offer.
This marked a turning point for French case law and is widely regarded as a major activist win. 11.7 Company Prevention and Response to Activist Shareholders In France, many boards and controlling shareholders still have a limited appreciation of the value minority investors can bring as an alternative perspective for directors. Dissent is often poorly tolerated, particularly when expressed publicly, and the presence of activist funds is frequently perceived as a destabilising threat rather than a potential source of market discipline or strategic insight. This perception is compounded by a general unfamiliarity with how hedge funds operate and the diversity of their investment strategies, which tends to fuel exaggerated fears of activism. To minimise the risk of activism and respond effec- tively if approached, companies may consider the fol- lowing practical steps: • strengthening board composition by appointing independent directors with recognised expertise and credibility among institutional investors, capa- ble of challenging management constructively; • ensuring the board has independent advisory sup- port (legal, financial and strategic) separate from management’s advisers, so that activist proposals can be assessed on their merits rather than dis- missed reflexively; • improving transparency and communication with the market, particularly in relation to major strate- gic transactions, governance changes and capital allocation policies, to reduce the information gaps that often fuel activism; and • fostering a cultural shift within the company to recognise that engagement with activist sharehold- ers is not inherently adversarial and may create long-term value for all stakeholders, including employees.
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