Section 5: Takeover bids

I. – During the period of a takeover bid for a company whose shares are admitted to trading on a regulated market, the Board of Directors or the Management Board, with the authorisation of the target company’s Supervisory Board, may take any decision the implementation of which is likely to cause the bid to fail, subject to the powers expressly granted to General Meetings within the limits of the company’s…

I. – By way of derogation from I of Article L. 233-32, the articles of association of a company whose shares are admitted to trading on a regulated market may provide that, during a takeover bid, the measures provided for in I and II of the same Article L. 233-32 must be authorised in advance by the General Meeting and that any delegation of a measure, the implementation of which…

Except where they result from a legislative obligation, clauses in the articles of association of a company whose shares are admitted to trading on a regulated market providing for restrictions in the articles of association on the transfer of shares in the company shall not be enforceable against the offeror of a takeover bid in respect of securities that would be tendered to it in connection with its bid.

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of any clause in an agreement entered into after 21 April 2004 providing for restrictions on the transfer of shares in the company are unenforceable against the offeror during a public offer period.

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of any clause in an agreement entered into after 21 April 2004 providing for restrictions on the exercise of voting rights attached to shares in the company shall be suspended during the period of a takeover bid for the company at meetings held for the purpose of adopting…

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of restrictions in the articles of association on the exercise of voting rights attached to shares in the company are suspended during the period of a takeover bid for the company at meetings convened for the purpose of adopting or authorising any measure likely to frustrate the bid.

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the effects of restrictions in the articles of association on the exercise of voting rights attached to shares in the company and the effects of any clause in an agreement entered into after 21 April 2004 providing for restrictions on the exercise of voting rights attached to shares in the…

The articles of association of a company whose shares are admitted to trading on a regulated market may provide that the extraordinary rights of appointment or removal of directors, members of the supervisory board, members of the management board, chief executive officers, deputy chief executive officers, held by certain shareholders shall be suspended at the first general meeting following the close of the offer when the offeror, acting alone or…

When a company decides to apply or terminate the application of the provisions set out in articles L. 233-35 à L. 233-39, it shall inform the Autorité des marchés financiers, which shall make this decision public. The terms and conditions for the application of this article are set out in the General Regulations of the Autorité des marchés financiers.