FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
such restriction applies to shares listed on regulated markets; • neutralisation of multiple voting rights for certain resolutions, such as approval of the annual accounts, appointment of the audi - tors, amendments to the by-laws not related to share capital increases, approval of relat - ed-party agreements, and say-on-pay; and • conversion of the preferred shares into ordinary shares in the event of an insolvency proceeding of the company, a transfer of ownership or after ten years (which may be extended by a maximum of five years), result - ing in the loss of multiple voting rights, except if the ordinary shares resulting from such conversion meet the standard conditions for double voting rights (ie, fully paid-up, regis - tered shares held by the same shareholder for at least two years), it being specified that the period during which the preferred shares were held in registered form prior to conversion is taken into account. Transposition of the Directive “Women on Boards” Article 5 of the “DDADUE” Act published in the Journal Officiel of 23 April 2024, empowers the government to transpose the “Women on boards” Directive (EU Directive of 23 November 2022, on a better gender balance among direc - tors of listed companies). For the record, under the Copé-Zimmerman Act of 27 January 2011, the board of directors must be composed of at least 40% of each gender. The transposition Ordinance of 15 October 2024 includes, in the calculation basis for the gender diversity obliga - tion, the employee shareholder representatives and the employee representatives sitting on these boards for all companies, whether listed or not, with at least 250 employees and either a turnover or a balance sheet total exceed - ing EUR50 million. This will enter into force on
30 June 2026 for companies falling under the “Women on Boards” Directive and on 1 January 2027 for others. Progressive Entry Into Force of the Rixain Act Since March 2022, companies with at least 1,000 employees for three consecutive fiscal years have been required to publish data on gender inequalities among executive managers and governing bodies. By March 2026, these com - panies must ensure at least 30% representation of each gender among executive managers and governing bodies, increasing to 40% by March 2029. A two-year grace period will be granted for compliance, after which financial penalties may apply. Extra-Financial Reporting and CSRD Directive Please refer to 2.2 ESG Considerations . Network and Information Security 2 (NIS 2) Directive The NIS 2 Directive is a strengthened version of the NIS 1 Directive, the first version of which was designed to control data protection for compa - nies operating in so-called “essential” sectors (such as energy, water, health and transport) in the face of the cyber threat. Despite the obliga - tion to transpose the NIS 2 Directive by 17 Octo - ber 2024, many European countries – including France where the text was adopted by the Sénat in March 2025 and transmitted to the Assemblée Nationale – are still in the process of implemen - tation. The NIS 2 Directive imposes two major govern - ance obligations: make management bodies responsible for managing risks to networks and IT systems and implement a training policy on security issues for members of management and staff.
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