FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
named in the AMF corporate governance report for not complying with its recommendation. Recent legislative developments have also reinforced the supervisory role of the AMF regarding board com - position. For companies listed on a regulated mar - ket that exceed the thresholds set by the “Women on Boards” Directive, as of 30 June 2026, the AMF will receive annual information from the relevant com - panies on the representation of women and men on their boards of directors and supervisory boards. On the basis of this information, the AMF will publish, and regularly update, a list of companies that comply with the provisions of the Commercial Code relating to gender balance on boards. 1.4 Stock Exchange Requirements Developments No recent changes to listing requirements on Euronext Paris have specifically affected corporate governance. However, recent developments have occurred regard - ing multiple voting rights, notably with the Attractivité Act of June 2024 and its implementing Decree of 11 December 2025. French corporate law has long abandoned the rule of “1 share = 1 vote” by allowing the issuance of shares with multiple voting rights. However, their use was restricted for listed companies until the Attractivité Act of June 2024. In line with the EU Listing Act, the French legislature has allowed the issuance of multi - ple voting rights through preferred shares during the initial public offering of a company on a French regu - lated market or multilateral trading facility, notably to enable founders of high-growth companies to raise capital while limiting dilution in a competitive financial environment. This law has established mandatory safeguards (which may be supplemented by the by-laws), including vot - ing ratio caps, neutralisation of multiple voting rights for certain resolutions (with a specific framework applicable in the context of public takeover bids), and conversion into ordinary shares upon the occurrence of specific events. The Decree of 11 December 2025 has further specified the conditions for the renewal of multiple voting rights
shares by requiring a special report from the statutory auditors, detailing the number and initial duration of the shares as well as their impact on the company’s governance, including whether their existence influ - enced shareholder voting outcomes. The Decree also reinforces transparency by requiring pre-meeting dis - closure of key information on multiple voting rights shares (including beneficiaries, duration and voting rights per resolution) and, where applicable, publica - tion of the statutory auditors’ renewal report, at least 21 days prior to the shareholders’ meeting. 2. Corporate Management 2.1 Principal Bodies or Functions There are three main functions involved in the govern - ance and management of French companies: • deliberative functions; • supervisory functions; and Deliberative functions are always delegated to the shareholders of the company. Depending on the cor - porate form, shareholders’ decisions are mandatorily adopted in general meetings (eg, SA) or may result, if the company’s by-laws allow it, from their unanimous consent expressed in a written act (eg, SAS, SARL). Supervisory Functions In elaborate forms of companies, specific bodies are responsible for supervising management, whereas management control is left to the shareholders in other forms of companies. In SAs with a one-tier board system, the board of directors is a hybrid corporate body as it is in charge of supervisory functions over corporate officers, as well as certain management functions (please see below). In SAs with a two-tier board system, most supervisory functions are assigned to the supervisory board. • management functions. Deliberative Functions In other corporate forms (SAS, SARL), supervisory functions are performed, in a more limited way, direct - ly by the shareholders, and no dedicated corporate
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