Remains a last Nugget financial servicesMore than 55 of new online shoppers are women8 per cent of GDP in 2007 has risen to 68Only the intertropical zone meets this criterionThe end of an arm of the railway for six monthsundertaking on this point for the time beingIndustrial production started to accelerateIf 2009 will be a contraction of GDP by 4Internally it is a decision in SeptemberAn activist even asked the drafting of a manifestThe logic of the mandatory public offer which requires one or more shareholders acting in concert to provide other (minority) a redemption of their securities, once they have crossed the threshold of one third of the capital or voting rights, is a limit to the creeping takeover of a shareholder with a de facto majority in the Assembly. That or those who act in concert and exceed the threshold fateful become shareholders of control, and must enhance their participation in fair judged conditions by the AMF, under the control of the judge, in a public offer to purchase which may require to acquire 100 of capital securities or giving access to capital. The challenge for those who wish to exercise any influence or control without being obliged to file a mandatory public offer, therefore remain under the threshold of one third of the capital or voting rights.
AMF wishes today to a lowering of the threshold to 30. Such a measure, which will certainly prevent steps of situations of control of fact with avoidance of the mandatory public offer, would have at least the interest closer to the France of what appears to be the most common rule in Europe. Indeed, the threshold for mandatory public offer is 30 in Britain, Germany, Belgium, Italy, Spain and Ireland.
Arise, if Parliament accepts this proposal of the MFA, the question of the companies where one or more shareholders are between 30 and one-third threshold. It is certain that the solution cannot be to compel the filing of the offer that will be in this situation, but the obligation to reduce its participation to be exempt from the obligation to offer passing under the new threshold is not more highly conceivable.
In any event, this highly symbolic measure of the lowering of the threshold of the mandatory public offer is not the single issue of the legislative and regulatory device against the creeping acquisitions of control.
First, the prevention of the mounted in the capital in order to control or a more or less decisive influence on the composition of the social bodies (in particular the Board of directors or the Supervisory Board) is based on transparency. In this regard, the order of January 30, 2009 has strengthened the device of the statements of crossing threshold and statements of intention, in a way to understand the financial techniques of strengthening participation in all discretion and at lower cost through the use of financial instruments. French law is now in this area in harmony with the provisions of the directive of 15 December 2004, a so-called transparency directive.
"Shareholder democracy".
The other part of this prevention of creeping control taken must be to strengthen the expression of the power of the number of shareholders in general meetings. Indeed, the best opposition to the exercise of control by a shareholder without the absolute majority of voting rights is that the other shareholders massively exercise their rights in the Assembly. It is the philosophy of directive of July 11, 2007 on the exercise of certain rights of shareholders of listed companies. Its transposition into French law must intervene before the month of August 2009. This text aims to improve not only the presence in the Assembly, but also the exercise of the rights to vote by correspondence or through an agent. The strengthening of "shareholder democracy" is certainly an effective solution against the creeping acquisitions of control. The issue of the transposition of the directive of July 11, 2007 is therefore not negligible.
The improvement of the participation of the shareholders would also strengthen the effectiveness of the mechanisms of limitation of the voting rights of shareholders may be established in the statutes of societies, and are an effective way to guard against making creeping control.
Finally, and to return to the mandatory public offer, a reflection at European level should be undertaken because the OPA of July 2004 directive provided a review after five years of application. The calendar of the Commission appears to have delayed a few months the realization of this report, but on this question of bids, as on many others for the protection of savings and corporate law, the debate is before any European.
