MONACO Law and Practice Contributed by: Stephan Pastor, Emeline Elbaz-Mondeux and Coralie Trudon, CMS Pasquier Ciulla Marquet Pastor & Svara
4.5 Filing/Reporting Obligations See 4.2 Material Shareholding Disclosure Threshold . 4.6 Transparency As there is no stock market in Monaco, all compa - nies are private and there is no requirement to make known the purpose of an acquisition. It is worth noting that the Société des Bains de Mer, which is controlled by the state and runs the Monaco casinos and major hotels, is one of the two Monaco-based companies that have their shares admitted to trading on a regu - lated market (Euronext Paris). The other Monegasque company whose shares are listed on the Euronext market is the bank CFM Indosuez Wealth. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal Under Monaco law, there is no obligation for a target company to disclose a deal. Under certain circumstances, a disclosure is organ - ised in order to file for a public authorisation before completing the sale (LLC companies, regulated activi - ties, a lease with the State Property Authority, etc). 5.2 Market Practice on Timing This is not applicable to Monaco (see 5.1 Require- ment to Disclose a Deal ). 5.3 Scope of Due Diligence Due diligence is usually conducted as a two-phase process in Monaco deals. First, the target company makes general information on the company available to potential buyers (annual accounts, audit reports, real estate, intellectual property, personal data, analy - sis of compliance of the company’s activity with the regulatory requirements applying to it, review of com - mercial and employment contracts, etc). Following this phase, a selected number of potential buyers are given access to a second phase, during which special requirements may be negotiated to enable the conclusion of the deal. Potential buyers have tended to request more informa- tion about projected performance from the seller since
• the reduction in the time taken to process adminis - trative authorisations (in principle, 45 days); • the possibility to sign the articles of association privately (it is no longer required to sign before a notary); • the possibility that the articles of association pro - vide for preference shares; and • the holding of general meetings and/or board meetings via videoconference. The law also provides for the creation of a Single- Member Limited Liability Company (SURL). 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding in the target prior to launching an offer is not common, given the relatively small size of com - panies in Monaco and the usually small number of shareholders. 4.2 Material Shareholding Disclosure Threshold There are no material shareholding disclosure thresh - olds or filing obligations in Monaco takeover law. The only legal obligations that exist relate to money laun - dering and oblige each Monaco-based company to disclose information about each natural person who ultimately holds or controls directly or indirectly at least 25% of its capital or voting rights (a beneficial owner) at the Monaco Companies Register ( Réper - toire du Commerce et de l’Industrie ). 4.3 Hurdles to Stakebuilding The reporting threshold and filing obligation imposed on all Monaco-based companies regarding their ben - eficial owners is mandatory. There are no provisions under Monaco law allowing companies to increase or decrease the reporting threshold relating to beneficial owners. 4.4 Dealings in Derivatives There are no provisions in Monaco law that forbid dealings in derivatives. However, as there is no stock market in Monaco, there are generally no dealings in derivatives.
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