FRANCE Law and Practice Contributed by: Bertrand Barrier, Anne Toupenay-Schueller and Cyril Deniaud, Jeantet
pertaining to the initial offer, so that shareholders may take appropriate decisions. 6.14 Timing of the Takeover Offer In the case of a bidder making an offer on a public company involved in what qualifies as a regulated activity under French law, the opening of the offer period may only take place after the required approval has been granted by the relevant administrative body. In the case of a bidder making an offer on a public company where the contemplated acquisition trig- gers an antitrust clearance requirement by the French antitrust authority or the competent authority in this respect in another state that is party to the EEA agree- ment or in the United States, the bidder may specify that the closing of the offer will occur subject to obtain- ing the relevant antitrust clearance. The offer will lapse if the proposed transaction is or becomes subject to the “Phase II” procedure provided for under French law or European law, or a similar procedure provided for by the competent authority of a foreign country. Such provisions will also apply in the case of a draft offer that is subject to notification to a foreign com- petent authority other than those mentioned above, if the procedure followed for the purpose of obtaining such authorisation is subject to a deadline occurring within ten weeks from the opening of the offer period, unless the AMF agrees to extend the offer timetable. In practice, bidders tend to obtain any regulatory approvals after the announcement of an offer, but prior to the opening of the offer period. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company The technology sector does not, as such, require any form of operating authorisation from public authori- ties. However, certain very specific sectors require prior authorisation in order to carry out certain activities. For example, in the arms sector, the manufacture, trade and brokering of military equipment are subject
to authorisation by the Ministry of Defence. In addi- tion, administrative authorisations are very common in the energy sector. Finally, in the banking and financial sector, certain specific activities (such as intermedia- tion in banking transactions) require the company to meet certain conditions in order to be authorised to carry out such activities on a regular basis. It is therefore important, before setting up a business, to seek information and advice to ensure that the pro- posed activity does not require specific authorisations or permits. 7.2 Primary Securities Market Regulators The primary securities market regulator for M&A trans- actions in France is the Financial Markets Authority ( Autorité des marchés financiers or AMF). 7.3 Restrictions on Foreign Investments Foreign investments in France in sectors considered “sensitive” by the French government are subject to prior authorisation by the minister of economy. The prior authorisation mechanism applies to foreign investors (including from the European Union), acquir- ing: (i) control of a French company; or (ii) all or part of a French branch of activity; or (iii) if the investor is not an EU/EEA national, 25% or more of the voting rights (or 10% or more if the company is listed). As per the updated 2025 guidelines issued by the minister of economy, all or part of a French branch of activity also covers the acquisition, directly or indi- rectly, by a foreign investor of: a portfolio of sensitive contracts, a significant number of intellectual property rights necessary for the operation of the branch of activity in question, or an exclusive or non-exclusive patent or licence for a patent. Tech deals may fall under this type of acquisition. The sectors considered sensitive include: • defence and similar activities; • critical infrastructure, goods and services; and • research and development in critical technologies (eg, cybersecurity, AI, robotics, quantum technolo- gies or semiconductors).
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