FRANCE Law and Practice Contributed by: Karl Hepp de Sevelinges, Nicolas Martin, Cyril Deniaud and Benjamin Cohu, Jeantet
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments From 2020, an increasing number of bidders filed two subsequent tender offers on the same issuer, the first tender offer being filed at a much lower price than the second one, then violating the principle of equal treatment of shareholders, which is one of the general principles governing tender offers. With increasing criticism of this practice, par - ticularly from minority shareholders, the AMF decided to grant statements of compliance ( avis de conformité ) on tender offers conditional upon obtaining the bidder’s undertaking not to file a new offer within a certain period of time, in case the bidder did not contemplate proceeding with the squeeze-out of the shares should the tender offer be successful. On the contrary, in cases where the bidder contemplates proceed - ing with the squeeze-out of shares should the tender offer be successful, the AMF did not grant statements of compliance ( avis de conformité ) on tender offers conditional upon obtaining the bidder’s the undertaking not to file a new tender offer within a certain period of time. This requirement from the AMF peaked in the case of the tender offer filed on the French com - pany Société Marseillaise du Tunnel Prado Caré - nage (SMTPC), where the AMF granted a state - ment of compliance dated 13 April 2022, subject to the undertaking from the bidder (i) not to file a new tender offer on this issuer within a first period of 12 months and (ii) not to file a tender offer at a higher price than the first tender offer within a period of 24 months following the expiry of the first period of 12 months.
3.2 Significant Changes to Takeover Law In the past 12 months, no changes directly impacting takeover law have been made in France, nor are any such changes planned. Nev - ertheless, two major reforms have recently taken place to enhance the attractiveness of financial markets, one at the French level (the “Attractive- ness law” , or Loi Attractivité ), and the other at the European level (the “Listing Act” ). The main changes are as follows. • Introduction of multiple voting rights: Com - panies listed on the regulated market of Euronext Paris or on a multilateral trading facility market (eg, Euronext Growth Paris) may now issue shares with multiple voting rights in the framework of their first listing. Such shares may be issued for a duration of ten years (renewable once for a duration of five years) and may give access to a maxi - mum of 25 voting rights per share (this limita - tion being only applicable to issuers listed on a multilateral trading facility market). • Simplification of share capital increase procedures: The framework for share capital increases without preferential subscription rights has been made more flexible: (a) the limitation on the number of shares which may be issued by way of a public offering reserved to a restricted circle of investors (so-called “private placement” ) has been increased from 20% to 30% of the share capital per year; and (b) the limitation on the number of shares which may be issued in consideration for contributions in kind on the regu - lated market of Euronext Paris has been increased from 10% to 20% of the share capital per year. • Revisions to AMF Regulations: The require - ment for a mandatory retail offering tranche
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