FRANCE Law and Practice Contributed by: Karl Hepp de Sevelinges, Nicolas Martin, Cyril Deniaud and Benjamin Cohu, Jeantet
In case the French Ministry of Economy and Finance makes the approval of an investment subject to conditions, this leads to issuance by the French Ministry of Economy and Finance of a draft undertaking letter. Investor’s undertakings may notably include (i) maintaining the activity of the target in France, (ii) continuing execut - ing ongoing contracts on substantially the same terms, and (iii) information and reporting obliga - tions towards the French Ministry of Economy and Finance. 2.4 Antitrust Regulations In France, the merger control regulation is enforced by the French Competition Author - ity (FCA) ( Autorité de la Concurrence ) and the European Commission (EC), depending on the size and geographic scope of the contemplated transaction. A transaction is subject to the prior approval of the FCA in case the following thresholds are cumulatively exceeded: • combined worldwide turnover of all con - cerned undertakings exceed EUR150 million; • French turnover of each of at least two con - cerned undertakings exceed EUR50 million; and • the transaction does not exceed the EC’s thresholds. Lower thresholds (of EUR75 million and EUR15 million) apply to transactions in the retail sector and in the French overseas departments or ter - ritories. The merger control clearance process generally starts with an informal pre-notification phase during which the acquirer starts preliminary discussions with the FCA. Such phase may
last between a few weeks to several months depending on the complexity of the filing. Following the pre-filing phase, the FCA reviews the file in a two-step process: • Phase 1 – having a maximum duration of 25 business days (assuming that the file is com - plete) during which the FCA assesses the file and decides whether to clear the transaction swiftly or initiate further investigation and the opening of a Phase 2; and • Phase 2 – having a maximum duration of 65 business days (assuming that the file is complete) during which the FCA conducts an in-depth analysis to assess the transaction’s impact on competition, considering factors like market shares, barriers to entry, and pos - sible remedies or commitments. Upon expiration of Phase 2, the transaction may then either be approved, approved subject to conditions, or prohibited (if it risks harming com - petition or creating a dominant position) by the FCA. It should be noted that for transactions that do not present a signing risk to competition, a sim - plified procedure having a duration of 15 busi - ness days as of the end of the pre-notification phase may be implemented. In 2024, the French Competition Authority continued its strict enforcement against gun- jumping practices (premature implementation of transactions before regulatory clearance), following major fines in recent years. 2.5 Labour Law Regulations One of the main employment aspects to be taken into consideration in French M&A trans - actions is the role of the works council ( comité
692 CHAMBERS.COM
Powered by FlippingBook