FRANCE Trends and Developments Contributed by: Saam Golshani, Diane Lamarche, Félix Thillaye and Victoire Segard, White & Case LLP
The debate clearly resurfaced in 2024 following short selling campaigns targeting Vusiongroup and Eurofins Scientific, which triggered sharp share price volatility and market disruption. These events reignited calls for tighter transparency requirements on short positions, but no new regulation has been adopted to date at either national or EU level. In this context, on 23 October 2024 the AMF launched an interactive visualisation tool for short-selling posi- tions, which is available on its website. This tool pro- vides an interface to access data on disclosed net short positions above the 0.5% threshold, with the aim of improving market transparency and investor confidence. Regarding securities lending, the AMF announced in its 2020 publication that it would reiterate, by way of recommendation, what constitutes good practice for fund managers to repatriate loaned securities before any general meeting and effectively exercise their voting rights. This recommendation was issued in its In 2020, the AMF suggested amending several provi- sions of French legislation to reinforce the powers of the AMF, notably by allowing it to impose fines follow- ing failures to comply with its administrative injunc- tions and to require investors financially exposed to the securities of a listed issuer to make corrective or supplementary publications when their public disclo- sures contain errors or omissions. 2021 communication. Powers of the AMF No legislative changes have been implemented since then. However, the Club des juristes ‘ follow-up report reiterated the importance of strengthening the AMF’s powers in order to prevent market manipulation and enhance transparency. It specifically recommended introducing effective sanctions for non-compliance with AMF injunctions. The AMF also indicated that it would enter into dis- cussions with ESMA to suggest the publication of a “whitelist” of activist behaviours that may not, in and of themselves, lead to those shareholders being regarded as persons acting in concert. Sharehold- ers considered to be acting in concert are ultimately
obliged to file a tender offer on the remaining shares that the group does not hold and/or are deprived of voting rights if legal or statutory thresholds have been crossed by the group without adequate notification. This list would follow the precedent of the whitelist already published by ESMA regarding the Takeover Directive (ESMA, 12 November 2013, Information on shareholder co-operation and acting in concert under the Takeover Bids Directive, ESMA/2013/1642). To date, no such list has been issued. The Vivendi case The uncertainty around takeover rules was recently highlighted by the Vivendi case. In this case, Bolloré SE, the holding company of the French Bolloré group and Vivendi’s largest sharehold- er, had been granted a waiver by the AMF in 2024 following Vivendi’s share buyback programme, which increased Bolloré’s relative voting power without any additional purchases. This allowed Bolloré to avoid launching a mandatory tender offer despite its grow- ing influence in the company. The activist fund CIAM challenged this decision before the Paris Court of Appeal. In a landmark decision issued on 11 July 2025, the Court held that the AMF had wrongly interpreted the notion of control and that Vincent Bolloré and Bolloré SE should be required to launch a public offer. Follow- ing this judgment, the AMF adopted a new decision on 24 July 2025 ordering Bolloré SE to comply and initi- ate the mandatory tender offer for the Vivendi shares it did not already own. In this context, international investors would welcome greater clarity, as it would reduce the legal uncertainty they face when engaging in activist campaigns. A well- designed whitelist of non-concert situations – com- prehensive but not overly restrictive – could provide helpful guidance, given that the qualification of acting in concert depends on very specific circumstances. The latest follow-up report from the Club des juristes also supports this initiative.
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