Suivi qualitatif des OPA en France depuis octobre 2013

Viviane de Beaufort ()
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Viviane de Beaufort: ESSEC Business School

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Abstract: The European directive 2004/25/CE on take-over bids imposed the transparency on the structure of the capital and the anti-EPO measures, either obstacle to the access to the capital, or to the exercice of the control at the level of the general assembly or of the board of directors. The European Coimssmion showed its will to ilti mthe obstacles to buds by establishing in the text a device assuring, besides the transparency (article 10), the neutralization fo the leader in case o foffer (article 9) and the limitation of the defenses (article 11). But it seems clearly that the article 12 of the directive, added after negotiations with the European Parliament and the States, allows "arrangements" and limits the "level playing field". Since then, France, through the Florange law of 2013, dedicated among others the double voting right and the relinquishment of the neutrality ohtfe management;; but the success with companies is very reserved because the nivestors and the shareholders have very widely used the vote of resolutions going against the text. A study led for the CEDE ESSEC on twelve take-over bids launchedi n 2014-2015, of which the fma ous Club Med affair, helps detailing the various arsenals that the French companies have today: clauses of change of control, double votingri ght shares and statement of thresholds crossing stay the most visible.

Keywords: EPO; Florange Act; Voting Right; European Union; General assembly; Shareholders; Anti-TOB measures comparison; Survey; OPA; Florange; Droit de vote; Europe; Directive; Harmonisation; Assemblée générale; Actionnariat; Dispositifs anti-OPA; Etude; CEDE (search for similar items in EconPapers)
Date: 2015-11
Note: View the original document on HAL open archive server: https://essec.hal.science/hal-01240842
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