FRANCE Trends and Developments Contributed by: Sophie Vermeille and Jens Waldner, Vermeille & Co
France: Corporate Governance Under Pressure – Financial Misconduct and the Rise of Collective Shareholder Litigation Introduction: a reckoning in French corporate governance France has long prided itself for having a sophisti - cated legal framework governing publicly listed com - panies, anchored in the French Code of Commerce, the General Regulation of the French Financial Mar - kets Authority (AMF), and the influential AFEP-MEDEF Corporate Governance Code. For decades, there was a widespread assumption by French business and policy circles that large-scale corporate fraud was essentially a US phenomenon – a pathology of Anglo-Saxon capitalism that had lit - tle relevance to the more regulated and “stakeholder- oriented” French model. The Enron and WorldCom scandals were studied from a comfortable distance; the Sarbanes-Oxley reforms were observed with a mixture of curiosity and condescension. Yet the spectacular collapses of several French flag - ship corporations in recent years – notably Atos, Orpea (now Emeis) and Casino Guichard-Perrachon – have shattered this complacency and exposed deep structural weaknesses in the country’s corporate governance ecosystem. These crises have unfolded in a context where systematic state bailouts are no longer practicable, and where governance failures are therefore fully borne by shareholders, employees, and creditors – making them far more visible and far more costly. This article outlines the latest trends in French corpo - rate governance through the lens of alleged financial misconduct and governance failures. It traces how the nature of fraud has evolved – from the direct misap - propriation of funds that characterised earlier scan - dals such as the Elf Aquitaine affair in the 90s, to the more insidious falsification of financial reality through accounting manipulation and misleading market com - munication. While France has undoubtedly made progress in cer - tain areas of corporate governance – gender diversity on boards, ESG reporting, and anti-corruption compli - ance under the Sapin II legal framework – and while
French boards have undergone a genuine transforma - tion in recent years, with more international directors, more professionalised processes, and an increasingly independent culture of oversight – these advances do not address the more fundamental deficiencies in preventing and detecting corporate fraud, in holding liable those responsible, and in indemnifying victims. The good news is that this assessment is increasingly shared within the French business and legal com - munity itself, and a number of developments – from shareholder litigation on an unprecedented scale to new legislative initiatives – suggest that France may be entering a period of meaningful reforms. A cascade of corporate failures: Atos, Orpea and Casino The period from 2022 to 2025 was marked by a series of high-profile corporate collapses that have shaken investor confidence in the Paris marketplace. The media narrative in each case was one of a sudden, almost unforeseeable collapse – an “accident”, a “market shock”, a “sudden loss of confidence”. This presentation is profoundly misleading. As the economic literature demonstrates, these collapses were not instantaneous ruptures but the culmination of a slow process of financial and informational deg - radation. Financial fragilities had often existed for sev - eral fiscal years: unreasonable leverage, insufficient cash generation, reliance on excessively optimistic assumptions, and growing recourse to alternative performance indicators. Atos, once a flagship of French technology services and a strategic contractor for the country’s defence and nuclear sectors, saw its share price plummet from approximately EUR75 in 2020 to around EUR0.67 by October 2024. The company’s financial difficulties were, according to investors, concealed through questionable account - ing practices and market communications that may have obscured the deterioration of its financial stand - ing. In early 2026, the Commercial Court of Pontoise granted an unprecedented investigative measure on
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