{"id":144198,"date":"2026-07-14T08:56:50","date_gmt":"2026-07-14T08:56:50","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=144198"},"modified":"2026-07-14T09:05:05","modified_gmt":"2026-07-14T09:05:05","slug":"france-capital-markets","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/france-capital-markets\/","title":{"rendered":"France: Capital Markets"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-144198","comparative_guide","type-comparative_guide","status-publish","hentry","guides-capital-markets","jurisdictions-france"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Winston Taylor<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2022\/03\/Winston_Taylor_Primary_Small_Scale_Wordmark_Ink_Black_WT_Purple_RGB.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Winston Taylor<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2022\/03\/Winston_Taylor_Primary_Small_Scale_Wordmark_Ink_Black_WT_Purple_RGB.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Capital Markets laws and regulations applicable in France<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of equity capital markets in your jurisdiction, including the major regimes, regulators and authorities.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>France, as a member state of the European Union (\u201cEU\u201d), has its equity capital markets framework shaped to a very large extent by EU law. The main national sources of law are the French Commercial Code (Code de commerce), the French Monetary and Financial Code (Code mon\u00e9taire et financier) and the AMF General Regulation (R\u00e8glement G\u00e9n\u00e9ral de l&#8217;AMF).<\/p>\n<p>The key regulator is the French Financial Markets Authority (Autorit\u00e9 des March\u00e9s Financiers, \u201cAMF\u201d), an independent French public authority that supervises French financial markets, issues sanctions when required, and publishes a body of additional doctrine treated in practice as hard law. At EU level, the European Securities and Markets Authority (\u201cESMA\u201d) publishes guidelines assisting national regulators.<\/p>\n<p>Securities are mainly traded on stock exchanges and multilateral trading facilities (\u201cMTF\u201d). The main platforms for trading listed shares in France are operated by Euronext S.A.:<\/p>\n<ul>\n<li>Euronext Paris, a regulated market divided into three segments by market capitalization (Segment A: above \u20ac1bn; Segment B: between \u20ac150M and \u20ac1bn; Segment C: below \u20ac150M), plus a professional segment excluding retail investors;<\/li>\n<li>Euronext Growth Paris, an MTF qualifying as an organized MTF and as a small and medium-sized companies (\u201cSME\u201d) growth market;<\/li>\n<li>Euronext Access+ Paris, an intermediate MTF intended for start-ups and growing SMEs preparing for a transfer to Euronext Growth or Euronext Paris;<\/li>\n<li>Euronext Access Paris, an MTF offering simplified access to capital markets.<\/li>\n<\/ul>\n<p>The regulated market is subject to comprehensive regulation at both EU and national levels; MTFs are subject to fewer formal requirements, though most key regulations still apply, including market abuse rules.<\/p>\n<p>The primary EU regulations governing equity capital markets are:<\/p>\n<ul>\n<li>Regulation (EU) No 2017\/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the \u201cProspectus Regulation\u201d). Note that Regulation (EU) 2024\/2809, effective 4 December 2024 (the \u201cListing Act\u201d) has introduced targeted amendments to the Prospectus Regulation, notably simplifying the EU Growth Prospectus, which became the \u201cEU Growth Issuance Prospectus\u201d, and creating a new simplified prospectus regime for secondary issuances named the \u201cEU Follow-on prospectus\u201d;<\/li>\n<li>Regulation (EU) No 596\/2014 on market abuse (the \u201cMarket Abuse Regulation\u201d or \u201cMAR\u201d) \u2013 preventing and sanctioning market abuse behaviors such as insider dealing and market manipulation;<\/li>\n<li>Directive 2004\/109\/EC (the \u201cTransparency Directive\u201d) \u2013 covering periodic\/ongoing disclosure obligations for regulated market issuers;<\/li>\n<li>Directive No 2014\/65\/EU (the \u201cMiFID II\u201d) and Regulation (EU) 600\/2014 (the \u201cMiFIR\u201d) \u2013 governing trading venues, investor protection and equity market transparency.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of debt capital markets in your jurisdiction, including the major regimes, regulators and authorities, to the extent different from the above.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>To the extent not already described in Question 1, French debt capital markets are generally subject to the same EU harmonized architecture and the same supervisory set up (notably, the AMF as the French national competent authority, with ESMA supporting supervisory convergence). In practice, the main differences for debt capital markets relate to the Prospectus Regulation framework as applied to non equity securities (including bonds and notes), which contains debt capital markets specific calibrations and commonly used exemptions in wholesale issuances.<\/p>\n<p>Disclosures requirements for non-equity securities are set out in Regulation (EU) 2019\/980, which supplements the Prospectus Regulation (to be amended shortly to incorporate the amendments introduced by the Listing Act). Finally, certain debt products and issuance structures may trigger additional EU regimes that are not typically central for equity markets, notably the EU securitization framework under Regulation (EU) 2017\/2402 and the EU covered bond framework under Directive (EU) 2019\/2162.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there self-regulatory organizations with delegated regulatory powers? How significant is their role compared to the government regulator?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>France has no self-regulatory organizations with delegated regulatory powers, such as FINRA, in its capital markets. However, the operator of a regulated market or MTF (such as Euronext) adopts and enforces its own market rules. They take the form of rulebooks published by the operator, and enforced by the latter. This is not delegated public authority, but it is a significant form of private self\u2011regulation within the EU framework.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the common exemptions for securities offering without prospectus and\/or regulatory registration in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In France, the prospectus regime is governed by the Prospectus Regulation (as amended) and supervised by the AMF; where applicable, a prospectus must be approved notably for admissions to trading on a regulated market, while admission to trading on a MTF alone does not trigger this requirement, and for public offerings. However, various exemptions apply, allowing issuers to rely on lighter information documents instead of a full prospectus.<\/p>\n<p>Common exemptions include offerings to qualified investors only, to fewer than 150 persons per Member State, or involving minimum subscriptions or denominations of 100K, as well as certain corporate actions (e.g., mergers, exchange offers, scrip dividends and employee share plans). Depending on the exemption and transaction, issuers may be required to publish a lighter information document, although in some cases no specific document is required.<\/p>\n<p>From a size threshold perspective, French law initially provided an \u20ac8M threshold over 12 months. Effective 5 June 2026, the Listing Act raises the EU exemption threshold for public offerings to \u20ac12M, which becomes the new exemption threshold in France.<\/p>\n<p>In addition, the Listing Act introduced, with effect from 4 December 2024, targeted exemptions for certain follow-on issuances and admissions involving issuers already admitted to trading, notably for offerings representing less than 30% of existing securities and for fungible securities where the issuer has been listed for at least 18 months (covering certain admissions and public offerings on regulated markets and SME growth markets). These exemptions are subject to conditions, including absence of insolvency proceedings, and require the publication of a standardized information document (maximum 11 pages) filed with, but not to be approved by, the AMF.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the insider trading regulations and describe what a public company would generally do to prevent any violation of such regulations.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Insider trading is essentially governed by the Market Abuse Regulation, its implementing regulations and delegated regulations, as well as by the positions and recommendations of ESMA and the AMF.<\/p>\n<p>The Market Abuse Regulation defines an inside information as an information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.<\/p>\n<p>MAR prohibits insider trading. Issuers must disclose inside information as soon as possible, unless they defer publication where:<\/p>\n<ul>\n<li>immediate publication is likely to harm the legitimate interests of the issuer;<\/li>\n<li>the delay in publication is not likely to mislead the public; and<\/li>\n<li>the issuer is able to ensure the confidentiality of the said information.<\/li>\n<\/ul>\n<p>Note that as from 5 June 2026, following the implementation of the Listing Act, the condition allowing an issuer to defer publication of inside information where the delay is not likely to mislead the public is replaced by a requirement that such information is not in contradiction with prior public communications on the same matter. In addition, issuers will be exempt from immediate publication of inside information relating to the intermediate stages of a multi-stage process (e.g., long-term M&amp;A), with disclosure required only once final circumstances or events have occurred; where publication has been deferred, the issuer must inform the AMF, which may request additional explanations.<\/p>\n<p>The issuer shall also (i) draft a list of insiders in the form set out by the Implementing Regulation (EU) No 2016\/347 of 10 March 2016, (ii) notify persons registered as insiders on such list, (iii) promptly update the insider list when necessary, and (iv) provide the insider list to the AMF upon request. It should be noted that the Listing Act extends the alleviated insider list format (previously reserved for SME growth market issuers) to all issuers, and ESMA submitted in October 2025 a draft implementing technical standard to the European Commission which would reduce the number of insider list templates from five to three and simplify the personal data required. This new format is expected to apply from 5 June 2026.<\/p>\n<p>MAR also provides for additional obligations to the issuer and its management team to prevent any market abuse behaviors, such as:<\/p>\n<p><strong>PDMR transactions reporting:<\/strong> Person Discharging Managerial Responsibilities (\u201cPDMRs\u201d), (e.g., mainly CEO and board members) and the Persons Closely Associated to PDMRs (\u201cPCAs\u201d) must notify the AMF and the issuer of transactions carried out on their own account in the issuer\u2019s financial instruments;<\/p>\n<p><strong>Negative windows:<\/strong> PDMRs are prohibited from trading during 30-day periods preceding the publication of annual and half-year results; the AMF also recommends a 15-day period before quarterly disclosures. Issuers may extend these periods, although, since 4 December 2024, certain transactions may be permitted during closed periods where they are not based on active investment decisions or arise from predefined conditions or external factors.<\/p>\n<p>Finally, although it is not compulsory, it is highly recommended that issuers draw up a stock market code of conduct in order to inform corporate officers, top executive managers, and more generally senior managers and all employees who may have access to inside information, of the main applicable laws and regulations relating to the prevention of market abuses.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the potential prospectus liabilities in your market. What type of sanctions or disciplinary measures can be imposed by regulators for violations of securities regulations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The information provided to the public in the prospectus shall (i) not be defective, i.e., it shall not contain false or misleading information, (ii) be accurate, (iii) be precise, and (iv) be fair.<\/p>\n<p>That being said, in the event of inaccurate, imprecise, or unfair information, the issuer is liable to a fine of up to (i) \u20ac100M or (ii) ten times the amount of the benefit derived from the breach if it can be determined. With certain exceptions, the sanction decision is published on the AMF\u2019s website, at the issuer&#8217;s expense.<\/p>\n<p>Furthermore, the disclosure by any person, by any means, of information giving false or misleading signals as to the situation or prospects of an issuer, or as to the offer, demand or price of a financial instrument, or likely to set the price of a security at an abnormal or artificial level, is punishable by (i) five years\u2019 imprisonment (increased to ten years if committed by an organized criminal group) and (ii) a fine of up to \u20ac100M, which may be raised to ten times the benefit derived from the offence or to 15% of annual turnover (for legal entities). The scope of application is broad, covering the issuer, its management, statutory auditors, etc.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to shareholders of public companies in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholders of listed companies acquire rights including:<\/p>\n<p><strong>Right to information:<\/strong> shareholders may consult legal and financial documents before any general meeting (board of directors\u2019 report, auditors\u2019 report, financial statements, proposed resolutions). They may also submit written questions and, subject to shareholding thresholds, add draft resolutions to the agenda;<\/p>\n<p><strong>Right to attend general meetings:<\/strong> any shareholder can attend the general meeting of a company in which they hold shares;<\/p>\n<p><strong>Voting right:<\/strong> proportional to shareholding, subject to exceptions (e.g., double voting rights, preferred shares);<\/p>\n<p><strong>Right to dividends:<\/strong> the general meeting may decide to distribute profits;<\/p>\n<p><strong>Right to defend the company\u2019s interests:<\/strong> shareholders can bring court actions on their behalf or that of the company and seek the cancellation of decisions or dismissal of management in case of serious mismanagement.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to debt securities holders in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Debt security holders have more limited rights than equity holders:<\/p>\n<ul>\n<li><strong>Right to attend general meetings of bondholders:<\/strong> to deliberate on measures ensuring bondholder and bond issue performance;<\/li>\n<li><strong>Voting rights:<\/strong> bondholders may exercise their voting rights at general meetings of bondholders;<\/li>\n<li><strong>Financial rights:<\/strong> bondholders have a right to interest, calculated on the nominal amount of the bond.<\/li>\n<\/ul>\n<p>French law does not recognize bondholders\u2019 individual right to information, but only a collective right, which is exercised through a collective representative body which has legal personality. The representative body has the power to carry out, on behalf of the group, all acts of management to defend the common interests of the bondholders. However, they may not interfere in the company\u2019s management and, although they have access to general meetings of shareholders, they do not have the right to vote during such meetings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the expected outlook in fund raising activities (equity and debt) in your market in 2026.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The French IPO market remains highly selective. In Q1 2026, two IPOs were completed (Rising Stone and IEVA Group) for a combined \u20ac42.8M.<\/p>\n<p>In debt markets, funding conditions are expected to remain structurally elevated in 2026, driven by significant refinancing needs and limited scope for further spread compression. While episodes of volatility may offer tactical issuance windows, the overall trend points to persistently high borrowing costs.<\/p>\n<p>Overall, debt financing remains more accessible than equity in France in 2026, while the equity market awaits a clearer geopolitical and macroeconomic environment before a meaningful rebound in IPO activity can materialize.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the essential requirements for listing a company in the main stock exchange(s) in your market? Please describe the simplified regime (if any) for companies seeking listing or dual-listing in your market. What are the estimated costs and timelines for completing a listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The main requirements for listing a company on Euronext Paris are as follows:<\/p>\n<ul>\n<li>Publication of a prospectus approved by the AMF (or another EU member state regulator under a prospectus passport);<\/li>\n<li>Listing agent to be appointed;<\/li>\n<li>Free float: upon listing, at least 25% (such threshold being reduced to 10% as from 5 December 2026) of the class of shares in respect of which application is made shall be distributed to the public (or at least 5% representing at least \u20ac5M); and<\/li>\n<li>Financial statements: audited annual financial statements (consolidated, where applicable) for the preceding three financial years, prepared under IFRS or local GAAP.<\/li>\n<\/ul>\n<p>The main requirements for listing a company on Euronext Growth Paris are as follows:<\/p>\n<ul>\n<li>Publication of a prospectus, if required, or an information document;<\/li>\n<li>Listing sponsor to be appointed;<\/li>\n<li>Free float: a minimum amount of \u20ac2.5M shall be available for trading; and<\/li>\n<li>Financial statements: audited annual financial statements (consolidated, where applicable) for the preceding three financial years, prepared under IFRS or local GAAP.<\/li>\n<\/ul>\n<p>The criteria set out above are supplemented by the below criteria in case of a dual listing on:<\/p>\n<p><strong>Euronext Paris:<\/strong> Euronext shall have entered into an agreement with the regulated market on which the issuer\u2019s securities are already listed that defines the specific conditions of dual listing;<\/p>\n<p><strong>Euronext Growth Paris<\/strong>: the issuer shall provide Euronext Growth with a detailed description of its shareholders to prove that the securities have already been listed and a certificate from its listing sponsor showing that it has satisfied and continues to satisfy the reporting and disclosure requirements of the market on which its securities are already admitted to trading.<\/p>\n<p>For planning purposes, assume an end to end IPO timeline of roughly four to six months from kick off to settlement, with workstreams running in parallel: preparation\/due diligence and governance; drafting and AMF review of the prospectus; investor education\/intention to float (ITF); bookbuilding and pricing; then admission to trading on Euronext Paris and settlement.<\/p>\n<p>Euronext listing fees combine a \u20ac20k-\u20ac100k upfront payment and a variable admission fee (capped at \u20ac2.5M), resulting in total exchange fees typically ranging from c. \u20ac100k to \u20ac2.5M+ depending on market capitalization; overall IPO costs, including legal, banking and audit fees, are significantly higher and depend on deal size and structure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are weighted voting rights in listed companies allowed in your market? What special rights are allowed to be reserved (if any) to certain shareholders after a company goes public?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>French law incentivizes long-term shareholding through double voting rights granted to shares held in registered form for more than two years, applicable by default to Euronext Paris issuers unless opted out in the by-laws, and on an opt-in basis for issuers listed on Euronext Growth and other MTFs. In addition, French companies may issue non-voting preferred shares, subject to statutory caps (50% of share capital for Euronext Growth and other MTFs, and 25% for Euronext Paris).<\/p>\n<p>French listed companies are authorized to issue preferred shares with multiple voting rights at the time of the IPO to a specific and named list of beneficiaries, for a duration not exceeding 10 years, renewable once for up to 5 years by decision of the shareholders\u2019 general meeting. This mechanism is exclusively available at the time of the first admission to trading on a regulated market or MTF, and is not available to already-listed companies. Regarding the voting ratio, a cap of 25 votes to 1 applies to companies admitted to trading on an MTF.<\/p>\n<p>The Listing Act introduced Directive (EU) 2024\/2810 of 23 October 2024 on multiple voting share structures for companies seeking admission to trading on an MTF. France has already anticipated this transposition through the Law 2024-537 (loi attractivit\u00e9) and has gone further by extending the authorization to regulated markets, as described above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key minority shareholder protection mechanisms in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In addition to the shareholders\u2019 rights described in Question 7 above, minority shareholders are protected by the following mechanisms, which are based on the principle of shareholder equality.<\/p>\n<p><strong>Mandatory tender offer \/ mandatory buy-out offer (offre publique obligatoire):<\/strong><\/p>\n<p>Mandatory offers: on Euronext Paris, a mandatory tender offer is triggered upon crossing 30% of capital\/voting rights or, between 30% and 50%, by a &gt;1% increase within 12 months; on Euronext Growth, the threshold is 50%. The offer price must be at least equal to the highest price paid over the previous 12 months.<\/p>\n<p>Conversion into a limited partnership with shares: the controlling shareholder(s) or general partner(s) must launch a buy-out offer upon shareholder approval of the conversion of a listed public limited company (soci\u00e9t\u00e9 anonyme) into a limited partnership with shares (soci\u00e9t\u00e9 en commandite par actions).<\/p>\n<p>AMF scrutiny: majority shareholders must inform the AMF of significant changes to the company\u2019s by-laws or financial structure, which may lead the AMF to require a public buy-out offer.<\/p>\n<p><strong>Mandatory sell-out offer (offre publique de retrait):<\/strong><\/p>\n<p>If the majority shareholders hold at least 90% of the share capital or voting rights on Euronext Paris, the minority shareholders may ask the AMF to require a buy-out offer.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a takeover code available in your jurisdiction? If so, does it provide for the ability to squeeze out minority shareholders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no standalone takeover code in France. The applicable regime stems from a combination of sources, primarily the French Monetary and Financial code and the general regulation established by the AMF (RG AMF), together with the transposition of EU Directive 2004\/25\/CE on takeover bids.<\/p>\n<p>French law does provide for a squeeze-out mechanism. Following a public tender offer, an offeror holding more than 90% of the voting rights and share capital of a company listed on Euronext Paris or Euronext Growth may require the remaining minority shareholders to transfer their shares, in exchange for compensation, within three months of the close of the offer.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the common types of transactions involving public companies in your jurisdiction that require regulatory scrutiny and\/or disclosure?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>As a general rule, significant transactions (whether in size or strategic) must be disclosed by press release upon execution of binding documentation (see Question 5 on inside information). In addition, certain public M&amp;A transactions (e.g., mergers, demergers, tender offers) require specific disclosure documents, while securities issuances generally involve a prospectus or, where exempt, a lighter information document or AMF-compliant press release (see Question 4).<\/p>\n<p>Finally, regardless of the type of transaction, any direct or indirect crossing, upwards or downwards, of the legal thresholds of (i) 5%, 10%, 15%, 20%, 25%, 30%, 1\/3, 50%, 2\/3, 90%, and 95% of the share capital or voting rights of an issuer whose shares are listed on Euronext Paris, or (ii) 50% and 90% of the share capital or voting rights of an issuer whose shares are listed on Euronext Growth Paris, by a shareholder acting alone or in concert, must be reported to the company and AMF. Additional thresholds might be set out in the issuer\u2019s by-laws, whose crossing shall be reported only to the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the scope of related parties and introduce any special regulatory approval and disclosure mechanism in place for related parties\u2019 transactions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>To prevent conflicts of interest, French corporate law imposes strict controls, in the form of a requirement for prior authorization, on agreements entered between a French company and its \u201c&#8217;related parties\u201d. Any agreement (including amendments or renewals) entered into, directly or through an intermediary, between a company and its corporate officers or shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it, shall be (i) subject to prior authorization by the board of directors, (ii) communicated to statutory auditors so they can issue a special report, and (iii) subject to subsequent approval by the shareholders\u2019 general meeting. The same applies where a related party or where a corporate officer is an owner, partner with unlimited liability, manager, director, or board member of the counterparty.<\/p>\n<p>For Euronext Paris-listed companies, a specific disclosure of the agreement\u2019s main terms must be made on the company\u2019s website on the day it is executed or amended.<\/p>\n<p>Certain agreements may be entered into freely and are not subject to the above-mentioned internal control procedure. This applies to agreements entered in the ordinary course of business and on arm\u2019s length terms, assessed on a case-by-case basis by the board of directors, as well as agreements concluded with a wholly-owned subsidiary.<\/p>\n<p>Related parties\u2019 agreements authorized in previous financial years and remaining in force during the last financial year shall be reviewed annually by the board and reported to the statutory auditors. Companies listed on Euronext Paris must also annually review agreements entered in the ordinary course of business to confirm whether they still qualify as such.<\/p>\n<p>Listed companies shall shortly disclose related parties\u2019 agreements in their annual financial reports, it being noting that the notion of \u201crelated parties\u2019 transactions\u201d is broader under accounting standards than under the above legal provisions. Such transactions must also be disclosed in prospectuses.<\/p>\n<p>Certain other agreements entered between a company and, whether directly or through an intermediary, \u201crelated parties\u201d, are totally prohibited (except for affiliates). For example, the company shall not (i) grant a loan or open a debit current account on behalf of its \u201crelated parties\u201d, as it may constitute misuse of corporate assets, or (ii) have their commitments to third parties guaranteed or endorsed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key continuing obligations of a substantial shareholder and controlling shareholder of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Substantial or controlling shareholders of listed companies have no specific legal obligations due to their level of shareholding, except to disclose any significant shareholdings as any other investors. See Question 14 above in this respect.<\/p>\n<p>French case law nevertheless ensures that shareholders do not use their position of control to take decisions contrary to the interests of the company and minority shareholders, through the concept of \u201cabuse of majority voting rights\u201d (abus de majorit\u00e9). This requires two cumulative elements: (i) the corporate decision must be contrary to the company\u2019s interests; and (ii) it must intentionally breach equality between shareholders, with the sole aim of procuring an advantage for the majority shareholder(s) to the detriment of minority shareholders. In practice, this is most often invoked in the event of systematic retention of profits, coup d&#8217;accord\u00e9on share capital restructuring operations, or excessive management compensation.<\/p>\n<p>Finally, from a securities law perspective, any person acting alone or in concert who comes to hold more than 30% of the share capital or voting rights of a company listed on Euronext Paris is required to file a mandatory tender offer for the remaining shares.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What corporate actions or transactions require shareholders\u2019 approval?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Save for regulatory-driven amendments that may be implemented directly by the Board of Directors or the Supervisory Board in public limited companies (soci\u00e9t\u00e9s anonymes), any change to the by-laws requires shareholder approval at an Extraordinary General Meeting (\u201cEGM\u201d), typically by a two-thirds majority of votes cast. Transactions affecting share capital (e.g., share capital increases, equity-linked issuances, mergers or demergers) therefore require EGM approval, although shareholders usually grant delegations of authority or powers to the board for such matters.<\/p>\n<p>In addition, under AMF doctrine and corporate governance codes (AFEP-MEDEF, AFG), disposals of significant assets by Euronext Paris listed companies should be submitted to an advisory shareholder vote at an Ordinary General Meeting, requiring a simple majority.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are public companies required to engage any independent directors? What are the specific requirements for a director to be considered \u201cindependent\u201d?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Despite the absence of such obligation, the AMF strongly recommends listed companies to refer to a corporate governance code on a \u201ccomply or explain\u201d basis; the most used codes are the AFEP-MEDEF code and the Middlenext code.<\/p>\n<p>Under the AFEP-MEDEF code, designed for large listed companies, independent directors should represent half of the board in widely held companies and at least one-third in controlled companies, with the following criteria:<\/p>\n<ul>\n<li>not to have held an office or a position within the company or the group during the last five years;<\/li>\n<li>not to be a customer, supplier, commercial banker, investment banker or consultant that is significant to the company or to which the company is a significant client;<\/li>\n<li>not to have close family ties with a corporate officer;<\/li>\n<li>not to have been a statutory auditor of the company during the last five years;<\/li>\n<li>not to have been a director of the company for more than twelve years.<\/li>\n<\/ul>\n<p>Under the Middlenext code, designed for listed SMEs and family companies, at least two directors must be independent, based on the following criteria:<\/p>\n<ul>\n<li>not to have been in the last five years and not to be an employee or executive officer of the company or a company in its group;<\/li>\n<li>not to have been within the last two years and not to be in a significant business relationship with the company or its group (customer, supplier, competitor, service provider, creditor, banker, etc.);<\/li>\n<li>not to be a reference shareholder of the company or hold a significant percentage of voting rights;<\/li>\n<li>not to have close relationship or a family connection with a corporate officer or a reference shareholder;<\/li>\n<li>not to have been the company&#8217;s statutory auditor for the last six years.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What financial statements are required for a public equity offering? When do financial statements go stale? Under what accounting standards do the financial statements have to be prepared?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Where a prospectus is required for an equity offering, it must include audited financial statements for the last two financial years (or a shorter operating period), including the company\u2019s financial statements or, if applicable, the consolidated accounts. If the prospectus is prepared more than nine months after the last audited accounts, interim financial information covering at least the last six months must be included, together with pro forma financial statements in case of significant changes in the accounting perimeter.<\/p>\n<p>For EU Growth and Follow-On prospectuses, only annual audited (and, where relevant, half-yearly) financial statements published in the preceding 12 months are required.<\/p>\n<p>Financial statements must be prepared under IFRS for Euronext Paris, while IFRS or French GAAP may be used for issuers listed on Euronext Growth or other MTFs.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key environmental, social, and governance (ESG) and sustainability requirements in your market. Additionally, what are the most significant recent changes or potential upcoming changes in this area?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The main ESG and sustainability requirements in France relate to (i) sustainability reporting and (ii) corporate due diligence obligations, both at the EU level and national level.<\/p>\n<p>The Non-Financial Reporting Directive 2014\/95\/EU (\u201cNFRD\u201d) has been replaced by the Corporate Sustainability Reporting Directive (EU) 2022\/2464\/EU (\u201cCSRD), which requires in-scope companies to publish comprehensive sustainability information under the European Sustainability Reporting Standards (\u201cESRS\u201d).<\/p>\n<p>The first wave applies from the financial year beginning on 1 January 2024 to listed companies that qualify as large undertakings or parent companies of a large group, provided that the average number of employees during the financial year exceeds 500.<\/p>\n<p>Waves 2 and 3, initially scheduled to apply as from the financial years beginning on 1 January 2025 and 1 January 2026 respectively, have been postponed by two years pursuant to the \u201cStop-the-Clock\u201d Directive (Directive (EU) 2025\/794 of 14 April 2025), transposed in France through the DDADUE 2025 law (law n\u00b0 2025-391 du 30 April 2025).<\/p>\n<p>However, Directive (EU) 2026\/470 of 24 February 2026 (\u201cOmnibus Content\u201d) broadened the scope of sustainability reporting. The obligation now applies to (i) EU standalone undertakings and EU parent undertakings of a group with net turnover exceeding \u20ac450M and more than 1,000 employees; and (ii) EU subsidiaries and branches with net turnover exceeding \u20ac200M belonging to a third country group whose net turnover whose EU net turnover exceeded \u20ac450M in each of the last two consecutive financial years.<\/p>\n<p>The Corporate Sustainability Due Diligence Directive 2024\/1760 (\u201cCS3D\u201d) establishes obligations for in-scope companies regarding actual and potential adverse human rights and environmental impacts across their operations, subsidiaries, and business partners in their chains of activities.<\/p>\n<p>The \u201cStop-the-Clock\u201d Directive postponed both the transposition deadline and initial application. In addition, CS3D has been significantly scaled back under Omnibus Content: it now applies only to EU companies with more than 5,000 employees and \u20ac1.5 billion in net turnover, non-EU companies generating the same turnover in the EU, and companies (or ultimate parent companies) involved in franchising or licensing in the EU with royalties exceeding \u20ac75M and more than \u20ac275M net EU turnover.<\/p>\n<p>The French devoir de vigilance law of 27 March 2017 (law n\u00b02017-399) requires large companies \u2013 those with more than 5,000 employees in France or over 10,000 worldwide &#8211; to publish and implement a due diligence plan addressing human rights and environmental risks across their operations, direct and indirect subsidiaries, subcontractors and suppliers with which it maintains an established commercial relationship.<\/p>\n<p>EU Member States are required to implement the provisions of Omnibus Content by 19 March 2027, except for the provisions related to the CS3D which must be transposed by 26 July 2028 (compliance required from 26 July 2029).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are trust structures adopted for issuing debt securities in your jurisdiction? What are the typical trustee\u2019s duties and obligations under the trust structure after the offering?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>French law does not recognize the legal status of the trust. However, French law has developed a relatively similar legal structure: the fiducie (i.e., a French law-based trust) and fonds commun de titrisation (i.e., a securitization fund).<\/p>\n<p>The fiducie enables assets, rights and\/or security interests to be transferred to a fiducie agent (fiduciaire) for the benefit of a beneficiary. It protects the assets transferred to the fiducie by isolating them from the issuer&#8217;s financial risks and enables flexible asset management. It is particularly useful in the event of insolvency proceedings.<\/p>\n<p>The fiducie can be a fiducie-gestion (management fiducie), where the fiduciaire must protect the debt securities it has been entrusted with and manage them as if they were its own under the terms and conditions specified in the fiducie agreement.<\/p>\n<p>The fiducie can also take the form of a fiducie-s\u00fbret\u00e9 (guarantee fiducie), with the view to setting up a strong guarantee to the benefit of the debt securities holders in case of default of the issuer. The fiduciaire mainly conducts a mission of protecting the assets transferred to the fiducie, making them almost unseizable by other creditors of the issuer, before releasing such secured assets to the beneficiaries under specific conditions when the fiducie reaches its term.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical credit enhancement measures (guarantee, letter of credit or keep-well deed) for issuing debt securities? Please describe the factors when considering which credit enhancement structure to adopt.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>To the extent applicable (excluding certain issuers such as securitization vehicles or credit institutions), the most common credit enhancement mechanisms for corporate bonds (including stand-alone bonds, EMTNs and EuroPP) include: (i) securities, notably pledges (including over securities accounts), financial collateral arrangements (over cash or financial instruments) and guarantees granted by third parties; (ii) liquidity facilities (including reserve accounts and committed lines) providing prefunded or standby cash to cover interest and priority payments in case of temporary shortfalls; (iii) subordination mechanisms, whether contractual, structural or transactional, whereby junior debt or equity absorbs losses ahead of senior instruments; and (iv) covenants, i.e., contractual undertakings restricting certain actions or imposing obligations on the issuer (and sometimes its group) to preserve its financial position.<\/p>\n<p>Depending on the debt offering structure (direct or through an SPV), its principal amount and other factors relating to the issuer or its group (financial soundness, existence of other secured financings, type of assets and their liquidity, jurisdiction, etc.), different type of credit enhancement measures will be required from the issuer.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical restrictive covenants in the debt securities\u2019 terms and conditions, if any, and the purposes of such restrictive covenants? What are the future development trends of such restrictive covenants in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Terms and conditions of debt securities typically include financial covenants, negative pledges, limitation on additional indebtedness, restrictions on dividends, activities, investments and divestments, and change-of-control clauses. Their purpose is to ensure that the issuer maintains a sound financial position, or to protect creditors against the risks associated with a sudden and potentially destabilizing change.<\/p>\n<p>The prevailing trend in France is toward a loosening of covenant protections. Covenant-lite structures have moved down the deal-size spectrum, and key protective terms around debt incurrence, restricted payments and EBITDA adjustments, voting controls, disposals and value leakage, guarantee and security package have been progressively eroded.<\/p>\n<p>On the regulatory side, the upcoming application of IFRS 18 (effective 1 January 2027) could impact restrictive covenants and banking clauses tied to performance ratios, as it introduces a restructured income statement with new standardized subtotals.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In general, who is responsible for any profit\/income\/withholding taxes related to the payment of debt securities\u2019 interests in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In France, companies pay corporate income tax at 25% (imp\u00f4t sur les soci\u00e9t\u00e9s, \u201cIS\u201d) on interest on debt securities, while individuals declare them as part of their income tax (imp\u00f4t sur le revenu, \u201cIR\u201d) according to two options: the progressive scale of IR or the 12.8% rate-tax (pr\u00e9l\u00e8vement forfaitaire unique, \u201cPFU\u201d), also known as \u201cflat tax\u201d.<\/p>\n<p>Interest income paid to individuals is also subject to social security contributions which, since 1 January 2026, stand at the overall rate of 18.6%, bringing the total taxation to 31.4% when subject to the PFU. Such taxes\/contributions of 31.4% are generally first levied at source by the interest payor and, to avoid double taxation, they can be offset against the final tax burden of the taxpayer for a given year, which includes the interest income.<\/p>\n<p>Interest paid to non-residents companies or individuals are generally exempt of withholding tax pursuant to French domestic law but will also depend on the tax treaties. As an exception, interest can be subject to a 75% withholding tax if paid to an account situated in a black-listed country (the list of which is updated every year).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the main listing requirements for listing debt securities in your jurisdiction? What are the continuing obligations of the issuer after the listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>With respect to prospectus requirement or, where applicable, prospectus exemptions, the same rules apply to equity securities, equity-linked securities, and debt securities, although debt securities offerings will often use exemptions based on the securities\u2019 minimum denomination of at least \u20ac100k or the minimum subscription amount of at least \u20ac100k. Equity prospectus and debt prospectus are relatively similar. See Question 4 above regarding prospectus requirements and exemptions.<\/p>\n<p>The listing requirements and process differ whether the debt securities are corporate bonds, asset-backed securities, covered bonds, high-yield bonds, EMTNs, commercial papers, or ESG bonds.<\/p>\n<p>The main requirements for listing bonds on Euronext Paris are as follows:<\/p>\n<ul>\n<li>Publication of a prospectus, if required, approved by the AMF (or another EU member state regulator under a prospectus passport);<\/li>\n<li>Minimum nominal amount of the bonds issue on admission: \u20ac5M in case of a public offering of bonds or \u20ac200k for all other types of admission of bonds (i.e., without any public offering), it being specified that these minimum amounts do not apply in the case of tap issues where the amount of the issue is not fixed;<\/li>\n<li>Pari passu ranking and admission of all bonds of the same class;<\/li>\n<li>Issuers qualifying as SMEs requesting an admission to trading of bonds via a public offering shall obtain a credit rating.<\/li>\n<\/ul>\n<p>The main requirements for listing bonds on Euronext Growth Paris are as follows:<\/p>\n<ul>\n<li>Publication of a prospectus, if required, or an information document;<\/li>\n<li>Listing sponsor to be appointed in certain cases;<\/li>\n<li>Minimum nominal amount of the bonds issue on admission: \u20ac200k, except if all bonds of the same class are already listed, and it being specified that this minimum amount does not apply in the case of tap issues where the amount of the issue is not fixed;<\/li>\n<li>Pari passu ranking and admission of all bonds of the same class.<\/li>\n<\/ul>\n<p>MAR\u2019s provisions, including the disclosure obligation as soon as inside information arises, apply to bond issuers and bonds. See Question 5 above regarding market abuse regulation.<\/p>\n<p>Continuing obligations of bond issuers are less burdensome than those of equity securities issuers. Their main obligation is to publish a yearly financial report and a half-yearly financial report.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and restrictions for a foreign issuer to conduct a public offering or list securities in your jurisdiction? Are there any significant differences compared to domestic issuers in terms of disclosure obligations, continuing obligations, or regulatory compliance burdens?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In France, foreign issuers may carry out a public offering and\/or seek admission to trading under essentially the same framework as French issuers: where the prospectus regime applies, a compliant prospectus must be prepared and approved by the AMF (where competent). From a practical standpoint, language is key: prospectuses may be drafted in French or English, but a French summary is required where the document is in another language.<\/p>\n<p>Once admitted to trading, continuing obligations are not nationality-based, as the AMF defines \u201cissuer\u201d functionally. Foreign issuers admitted on a French regulated market must appoint a French correspondent to liaise with the AMF. For non-EEA issuers, the main distinction lies in the possibility of equivalence-based exemptions from certain reporting requirements, subject to AMF assessment; however, equivalent information must still be disclosed. Where an exemption is granted, the issuer must still disseminate, store and file the information deemed equivalent.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what extent do public markets remain a viable exit strategy for private equity investors in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public markets remain a viable but limited exit strategy for private equity investors in France in S1 2026.<\/p>\n<p>After a subdued period for IPOs with only six listings on Euronext Growth in 2023 and four new listings in 2024, Euronext Paris nonetheless saw fundraising reach approximately \u20ac700M in 2024 (+74% year-on-year), driven by several fund-sponsored deals that delivered strong post-IPO performances. In 2025, the French IPO market remained well below its historical levels: only two transactions were completed, reflecting the persistent caution of issuers.<\/p>\n<p>Structural headwinds persist: uncompetitive valuations on European public markets compared to sponsor-to-sponsor buyouts, limited visibility, insufficient liquidity, volatility making market timing difficult, increased institutional investor selectivity, more restrictive financing conditions and prohibitive listing costs for mid-market companies.<\/p>\n<p>Nonetheless, IPOs are still a credible strategic option under the right conditions: favoring partial IPOs over full disposals, setting an introductory price that serves as an attractive entry point for public investors, rigorously preparing the equity story and governance framework. IPOs offer three key advantages for companies: an optimized valuation, as public markets allow firms with high growth potential to command elevated multiples, immediate liquidity, as IPOs eliminate the illiquidity discount typically applied to private assets, and enhanced visibility.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current regulatory trend in your jurisdiction \u2013 are regulators and stock exchanges taking steps to expand oversight, simplify requirements, or both? Please elaborate on recent initiatives.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The current regulatory trend in France pursues both objectives simultaneously: expanding oversight and simplifying requirements.<\/p>\n<p>On the simplification front, there are several indications of a clear drive to simplify:<\/p>\n<p>The Listing Act simplifies requirements for listed issuers and listing candidates by notably broadening prospectus exemptions and creating two new types of limited prospectuses (see Question 4 above) and softening the reporting obligations regarding PDMR transaction and protracted processes (refers to Question 5).<\/p>\n<p>The transition to T+1 settlement by October 2027 also falls within this competitiveness-driven simplification agenda.<\/p>\n<p>The AMF has also simplified its doctrine (removal of the mandatory French translation of prospectuses, flexible indicative price ranges), committed to avoiding gold-plating of EU rules, actively contributes to streamlining sustainability reporting (see above) and is simplifying operating rules for asset management (fund management company, the attractiveness of the fund regime in France).<\/p>\n<p>The Lightning Stock Exchange (\u201cLISE\u201d) is a next-generation French stock exchange built on distributed ledger technology (\u201cDLT\u201d), designed to facilitate access to capital for French SMEs and mid-caps (maximum fundraising of \u20ac12M). Launched in 2026, it enables listing through natively tokenized shares, with a fully digitized IPO process at lower cost, instant settlement (T+0), and 24\/7 operation.<\/p>\n<p>On the expanding oversight front, the AMF advocates for an enhanced role for ESMA, with direct supervisory powers over large cross-border entities (pan-European market infrastructures, global crypto-asset service providers (Prestataires de Services sur Crypto-Actifs, \u201cCASP\u201d), large asset management groups), inspired by the Single Supervisory Mechanism for banking. This oversight, reflected in the Market Integration Package, aims to protect savings and investments while removing barriers to cross-border trade.<\/p>\n<p>A legislative bill tabled on 16 September 2025 strengthens the AMF&#8217;s enforcement toolkit: online surveillance powers, administrative injunctions, domiciliary visits, and a new settlement mechanism for minor breaches. The AMF has also increased its human resources dedicated to the fight against money laundering and terrorist financing (AML-CFT).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there active consideration or development of a regulatory framework for crypto assets in your jurisdiction's capital markets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>France&#8217;s crypto-asset regulatory regime now rests primarily on Regulation (EU) 2023\/1114 on Markets in Crypto-Assets (&#8220;MiCA&#8221;) and Regulation 2023\/1113 on information accompanying transfers of funds and certain crypto assets (\u201cToF\u201d).<\/p>\n<p>MiCA establishes a harmonized EU-wide framework covering transparency and disclosure for the issuance, public offering, and admission to trading of crypto assets on a trading platform; (ii) authorization and supervision of CASP and issuers, protection of crypto asset holders, and measures to prevent insider dealing, unlawful disclosure of inside information, and market manipulation. In France, the competent authority responsible for granting CASP authorizations is the AMF.<\/p>\n<p>Before 30 December 2024, France created its own status of digital asset service provider (known as Prestataire de Services sur Actifs Num\u00e9riques, \u201cDASP\u201d) with the 2019 PACTE Law (Law No. 2019-486 of 22 May 2019). The DASP status has been replaced by the CASP status since 30 December 2024.<\/p>\n<p>France is in the final stage of transitioning from its earlier national regime to the MiCA framework. Existing DASP-registered entities may continue their operation until 30 June 2026, by which date they must have obtained CASP authorization. The AMF supervises this process and maintains a public whitelist and blacklist of authorized and unauthorized providers.<\/p>\n<p>At the national level, France has complemented MiCA, mainly by amending its Monetary and Financial Code. These provisions classify crypto assets as intangible negotiable assets (biens incorporels n\u00e9gociables), establish rules on ownership transfer via DLT (technologie des registres distribu\u00e9s) inscription, and create a comprehensive regime for the pledge of crypto assets. These provisions enter into force on 1 July 2026.<\/p>\n<p>The AMF has called for a review of MiCA to ensure more effective supervision of crypto asset markets, whilst advocating for certain flexibility. The European Commission is required to present a report on the application of MiCA by 30 June 2027, potentially accompanied by further legislative proposals. In parallel, EU institutions and regulators have identified decentralized finance (DeFi) and non-fungible tokens (NFTs) as areas that may require future regulatory action.<\/p>\n<p>ToF lays down rules on the information on originators and beneficiaries accompanying transfers of crypto assets (including names, distributed ledger address, and relevant crypto asset account identifiers), along with rules on internal policies, procedures and controls to ensure implementation of EU and national restrictive measures.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">7683<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/144198","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=144198"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}