FranceCorporate/Commercial Law
The technique of mandatory offers, borrowed from English law, was adopted in the EC directive proposal on take-overs and other general bids.
Conditions
The CBV regulations set the thresholds triggering obligatory filing of a proposed tender offer. Conversely, if the thresholds are not reached, market sweeps and contra orders can still be made and an acquirer is only required, apart from declaring when thresholds are reached, to declare its intentions for the next twelve months if more than 20% of a listed company's share capital is acquired. (COB Regulations No. 89-03, No 88-02).
Any natural or legal person acquiring, alone or in concert, more than one-third of the shares with voting rights of a company listed on the official stock market or second market (but not the over the counter market) is required to inform the CBV and file a tender offer (CBV General Regulations, Art. 5-4-1).
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