FRANCE Trends and Developments Contributed by: Saam Golshani, Diane Lamarche, Félix Thillaye and Victoire Segard, White & Case LLP
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Shareholder Rights and Activism in France: An Introduction In 2024, French shareholder activism remained rela- tively in line with 2023, accounting for approximatively 8% of European campaigns according to Lazard’s 2024 Shareholder Activism Review. While volumes did not return to their 2022 peak (18% of European campaigns), the public debate around shareholder activism that started in 2019 is still vivid, notably with a new guide on shareholder dialogue published by Paris Europlace in June 2024 and a new law enacted on 13 June 2024 providing more clarity on minority shareholders’ rights. Major campaigns continued to emerge, primarily driven by ESG concerns, while governance-related activism gained momentum. Alongside campaigns led by institutional investors and activist funds, signs of growing individual shareholder activism are becoming apparent (eg, actions initiated in the past two years against French companies emeis and Carrefour). In addition, recent notable cases could suggest a grow- ing role for regulatory enforcement and litigation within the French shareholder activism landscape. Attempts to regulate shareholder activism in France During the first trimester of 2019, several working groups focused on potential improvements to the regulatory framework on shareholder activism. In col- laboration with three ad hoc committees led by think tanks and professional organisations – Club des juristes , Association française des entreprises privées (AFEP) and Paris Europlace – the finance committee of the French parliament set up a dedicated committee
on shareholder activism, which issued a report on 2 October 2019. On 20 April 2020, the French stock market regulator ( Autorité des Marchés Financiers – AMF) contributed to this debate by issuing its own report. It started by underlining the benefits of activist intervention, stat- ing that “[A]ctivist investors may contribute to proper price formation in markets, and to an improvement in the corporate governance and management of the issuers”, and that “on the academic level, several studies have highlighted the positive effects of activ- ist behaviour, in both the United States and Europe”. However, in contrast to the buzz that had surrounded these debates, no significant reform was either sug- gested or implemented. Taking a pragmatic approach, the AMF solely recommended targeted amendments to regulate the excesses of some activist behaviour. After consulting its advisory commissions, it eventu- ally approved a few changes to its official non-binding doctrine on 17 March 2021, including some of the improvements examined in its previous communica- tion. In December 2022, the Club des juristes published a “follow-up report”, aimed at re-examining the recom- mendations made three years before in its 2019 report and amending its position considering new practices. This report notably called for new amendments to the AMF guidelines, but no legislative or regulatory chang- es have since been adopted. More recently, in June 2024, Paris Europlace (an ad hoc professional association gathering all stakehold- ers of the Paris financial market) issued its own guide
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