French Securities Law

Codified Framework

French securities law is codified principally in the Code monétaire et financier (CMF – Monetary and Financial Code) , specifically Books III (Services), IV (Markets), V (Asset Management), and VI (Reporting and Transparency). The CMF is supplemented by the Règlement Général de l’Autorité des Marchés Financiers (AMF General Regulation) , which provides detailed rulemaking on prospectus approval, ongoing disclosure, market abuse, and takeovers. This layered architecture—legislative (Code), regulatory (AMF RG), and interpretive guidance (AMF instructions, positions, and recommendations)—constitutes a comprehensive framework for primary and secondary market activity.

The AMF and Euronext Paris

The Autorité des Marchés Financiers (AMF) is the independent public authority responsible for regulating French financial markets. Its powers include prospectus approval, surveillance of trading and disclosure, investigation and enforcement, and rulemaking. The AMF enforces the General Regulation and cooperates with ESMA and fellow European regulators within the ESMA network.

Euronext Paris is the French regulated market, part of the Euronext N.V. group, itself the result of the 2000 merger of the Amsterdam, Brussels, Lisbon, and Paris exchanges. Trading on Euronext Paris is governed by the Euronext Rule Book and operates under three principal segments: the Euronext regulated market (compartments A, B, C based on market capitalisation), Euronext Growth (an SME growth market, formerly Alternext, subject to lighter disclosure), and Euronext Access (a multilateral trading facility for early-stage issuers).

Prospectus Regime

France applies the EU Prospectus Regulation 2017/1129 directly. The AMF is the competent authority for prospectus approval. The CMF and the AMF General Regulation (Book II) set supplementary rules on prospectus content for retail offers, including the requirement for a résumé (summary) in French where the offer is made to the French public. The prospectus must be published at least six working days before the offer’s closing. Exemptions follow the regulation: offers to qualified investors only, offers to fewer than 150 persons per Member State, minimum subscription of €100,000, and total consideration below €8 million over twelve months. France also transposed the EU Growth Prospectus for SME issuers under Article 15 of the Regulation.

Ongoing Disclosure

Issuers whose securities are admitted to trading on a regulated market must comply with the ongoing disclosure regime under Book VI of the CMF (Articles L. 451-1 et seq.) and the AMF General Regulation (Articles 221-1 to 221-10). The regime requires information annuelle (annual financial report within four months of year-end), rapport semestriel (half-yearly financial report within three months of the period-end), and information permanente (ongoing disclosure of any material event likely to influence the share price, i.e., inside information). The AMF operates a centralised filing system, the Ondes portal, for regulated information.

Market Abuse and Insider Dealing

The EU Market Abuse Regulation 596/2014 (MAR) applies directly in France. The AMF General Regulation (Book VI) supplements MAR with procedural rules on insider lists (Art. 226-1 to 226-14), managers’ transactions (Art. 223-22 to 223-27), and delayed disclosure of inside information (Art. 223-1 to 223-5). Criminal insider dealing is prosecuted under Articles L. 465-1 to L. 465-6 of the CMF, which provide penalties of up to five years’ imprisonment and €100 million fines (or ten times the profit realised). The AMF’s Enforcement Committee (Commission des Sanctions) can impose administrative sanctions of up to €100 million or ten times the profit. The landmark case SA Groupe Partouche (AMF Sanctions Commission, 2012) confirmed that the AMF may sanction insider dealing on the basis of factual presumptions where no direct evidence exists.

Takeover Bids

Takeover regulation is governed by Articles L. 433-1 to L. 433-6 of the CMF and the AMF General Regulation (Book III, Title III). A mandatory offer (OPA – Offre Publique d’Achat for cash offers; OPE – Offre Publique d’Échange for share-exchange offers) is triggered when any person acquires more than 30% of the equity securities or voting rights of a French listed company. The offer must be filed with the AMF, which reviews the draft offer document for completeness and fairness. The target company must publish a response document (note en réponse). The AMF’s avis de conformité declares the offer compliant; the avis d’ouverture opens the offer period, which typically lasts 25 to 35 trading days. The Loi Sapin II (2016) introduced stronger AMF powers in tender offers, including the ability to require competing bids and to suspend trading during review.

The Sapin II Law

The Loi n° 2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique (Loi Sapin II) significantly reformed French financial regulation. Beyond anti-corruption measures (notably the creation of the Agence Française Anticorruption and the duty of vigilance for large companies), Sapin II strengthened the AMF’s enforcement powers, introduced a new regime for financial instruments intermediaries (IFP, or Intermédiaires en Financement Participatif), enhanced shareholder transparency, and expanded the scope of managed accounts and mandatory dematerialisation of listed securities.

Asset Management and UCITS

Book V of the CMF regulates asset management, transposing the UCITS Directive (2009/65/EC) and the AIFM Directive (2011/61/EU). Portfolio management companies (sociétés de gestion de portefeuille) must obtain AMF authorisation. The regime covers UCITS (OPCVM – Organismes de Placement Collectif en Valeurs Mobilières) and AIFs (FIA – Fonds d’Investissement Alternatifs), including real-estate collective investment vehicles (SCPI, OPCI). The AMF verifies compliance with risk concentration, liquidity, and valuation rules.

Enforcements

Enforcement

The AMF’s Enforcement Committee (Commission des Sanctions) imposes administrative sanctions including warnings, reprimands, temporary or permanent bans on activities, and fines scaled to the severity of the breach. The AMF may also refer matters to the Parquet National Financier (PNF) for criminal prosecution. The AMF’s settlement procedure (composition administrative) permits negotiated sanctions without admission of guilt.

Key Legislation Table