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Working Papers (2015), ESSEC Business School

Suivi qualitatif des OPA en France depuis octobre 2013

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 Commission showed its will to limit the obstacles to buds by establishing in the text a device assuring, besides the transparency (article 10), the neutralization of the leader in case of offer (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 of the management;; but the success with companies is very reserved because the investors 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 launched in 2014-2015, of which the famous Club Med affair, helps detailing the various arsenals that the French companies have today: clauses of change of control, double voting right shares and statement of thresholds crossing stay the most visible. Keywords: EPO, Florange Act, Voting right, European Union, Directive, Harmonisation, General assembly, Shareholders, Anti-TOB measures comparison, Survey.

DE BEAUFORT, V. (2015). Suivi qualitatif des OPA en France depuis octobre 2013. ESSEC Business School.

Keywords : #Actionnariat, #Assemblée-générale, #CEDE, #Directive, #Dispositifs-anti, #OPA, #Droit-de-vote, #Étude, #Europe, #Florange, #Harmonisation, #OPA