FRANCE LAW AND PRACTICE Contributed by: Michael Doumet, François-Xavier Naime, Guillaume Nataf, Léna Sersiron, Eléonore d’Anthonay, Nella Picou, Pauline Celeyron and Magalie Dansac Le Clerc, Baker McKenzie Paris
• the transaction itself, including its amount, modali - ties, transaction documents, and the investor’s rationale for proceeding with it. The foreign investor may have specific obligations with regard to the holding or disposing of an acquired French company or business further to an FDI pro - cess. The French FDI authorities can condition their clearance on commitments from the investor in order to ensure that the clearance does not create risks for French national interests. The range and scope can vary depending on the sensitivity of the acquired activities. France has the largest capital market in the EU and hosts Euronext Paris, one of the largest stock exchanges in the world. The French financial system is well-regulated and mature, offering a wide range of financial instruments, including equities, bonds and derivatives. The main trading platforms are Euronext Paris (a stock exchange qualifying as a regulated market) and Euronext Growth Paris (a multilateral trading facility qualifying as an SME growth market). The French markets are part of a pan-European stock exchange, which includes the principal stock markets of Bel - gium, the Netherlands, Italy, Portugal and Ireland. While France’s business continues to rely significantly on bank financing, capital markets play an increas - ingly fundamental role in the financing of the French business, aligning with the ongoing efforts of the EU authorities to facilitate access of EU businesses to capital markets through enhanced financial markets integration and regulatory reforms. 5.2 Securities Regulation French capital market regulations are significantly influenced by EU laws (including EU regulations), which apply directly in France, as well as EU Direc - tives, which are implemented into legislation enacted by the French Parliament. French capital markets are also governed by the French Monetary and Financial 5. Capital Markets 5.1 Capital Markets Overview
Code and the General Regulation of the AMF. The AMF is the independent French public authority that supervises the French financial markets and market participants. The main requirements for listing a company on Euronext Paris are as follows: • the publication of a prospectus approved by the AMF; • a free float of at least 25%; and • audited financial statements for at least three finan - cial years prepared in accordance with the Inter - national Financial Reporting Standards (subject in each case to certain exemptions). As mentioned in 3.1 Transaction Structures and 3.2 Regulation of Domestic M&A Transactions , invest- ment in public companies may trigger major holding notification obligations and, in certain cases, a man - datory offer requirement. Ongoing French and EU regulatory efforts seek to make listing in France more efficient and accessible. Recent French law amendments have, for example, rendered optional the previously mandatory 10% retail-reserved tranche for IPOs, which was not appli - cable in other key EU jurisdictions. French companies going public have also been allowed to issue preferred shares with multiple voting rights at the time of the IPO to a specific list of beneficiaries and for a duration of ten years following the IPO in order to align with the regulations in force in the other key EU jurisdictions. Finally, issuers can now opt for a single prospectus and publish an Intention to Float (ITF) announcement, aligning with international standards. 5.3 Investment Funds Foreign investors structured as investment funds are not subject to any specific regulatory review. Rules set out in 3. Mergers and Acquisitions apply equally to corporate entities.
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