Under penalty it will compel such listed company to provide critical market information

An example: the Court of appeal of Paris has put an end to the long drama of the confrontation between the groups of MGB Sacyr and Eiffage. In a judgment of December 18, it confirmed the position taken by the authority financial markets (AMF) on April 21 and more doing duty in the Spanish group to launch a takeover bid on the French company. By sharing the reasoning of the regulator which required consideration of all the developments since the time where AMF, then the Court of appeal, found that Sacyr had crossed along the threshold of the mandatory offer to determine whether to actually force it to launch this offer approximately one year later, the judicial judge comes to illustrate once again the essential role it plays in the French market regulatory system. Panorama.

First the judge, in this case the President of the Paris TGI, may in time of a few days, or even less, support the regulator if the interests of depositors or the requirements of the investigations so require. Thus, it may order the custodian of the Fund or contentious titles or allow searches of professional premises or private by the AMF investigators accompanied by a judicial police officer. Under penalty, it will compel such listed company to provide critical market information.

Especially the judge, this time the Court of appeal of Paris, can be called to assess, in a few months, or even weeks, the legality of decisions of the MFA's financial operations. It forces the result to an extreme vigilance on the procedure for the preparation of its decisions, which is a good thing for the players in the place. It can also correct the legal vision of the regulator as it had been the case in 2001 for the CMF and the COB in the Schneider-Legrand case or, more recently, in the case of Carrefour-Hyparlo. Without analyzing here the case-law, it should be noted that, in both cases, the Court refused to go as far as the regulator in the taking into account economic or market elements and made available a reading more legal terms of an offer of a shareholders Pact. It is his responsibility, and he is pleased that it fulfils this mission quickly and with clear and understandable motives for all players.

Sensitive situations

In some cases, and it was precisely the situation by twice the folder Eiffage, the Court of appeal must, in delicate situations, accompany the reasoning of the regulator, examine both the right and the fact, to determine if, in the end, the decisions taken by the MFA should be reformed.

In this case, the Court, the first time, admitted that the regulator could rely on a bundle of evidence gathered in an investigation in emergency and not yet completed to estimate that Sacyr was acting in concert with a group of Spanish shareholders and, after crossing the threshold of one third of the capital, could not be allowed to launch a voluntary takeover bid. This decision has shown that it was possible to oppose what it calls "taken of creeping control" and has encouraged other reflections on the measurement of the thresholds and the declarations of intent, which are important for listed companies.

Then, and it is the interest of its decision, after the AMF, the Court had to assess the conditions of release of this particularly difficult situation for the two companies involved. Was it, as requested by the Adam, remain adamant on the requirement of an offer resulting from the crossing of the threshold of the third party in the spring of 2007 and therefore order the implementation in April 2008 According to what procedure What actors and especially at what price and under what conditions financial markets had dropped in the meantime and that the offer had become impossible in the conditions of the spring 2007 The reasoning was defensible entitled and it was with his customary pugnacity by Adam.

As has been said, at the end of a nuanced reasoning, the Court agreed with the position of the MFA and admitted that she appreciates the situation in the light of developments between 2007 and 2008. These facts are such that they are very fortunately not easily reproducible, namely total assignment by Sacyr involvement, absence of effective exercise by Sacyr all "control" on Eiffage, anticipation by the absence of offer filing market.