L’action de concert et le droit des offres publiques à la lumière des arrêts Adler et Valora de la CJUE

Written by Didier Martin and Stéphane Torck

Published in Actes Pratiques et Ingénierie Sociétaire No. 4

In the law governing public offerings, acting in concert is a central concept, and it is in this context that it is most fully realized. This is not without difficulty, however, because while its main constituent elements are clearly identified by Article L. 233-10, I, of the Commercial Code, their respective characteristics—and even, in certain respects, their meaning—are not always as clear as one might hope—as evidenced by the AMF’s decision-making practice and the rulings of appellate courts—which stands in stark contrast to the significance of the issues at stake. There is, however, a way to bring order to this confusion, starting by clearly distinguishing the operational frameworks within which the concept was conceived: public offerings on the one hand and transparency obligations on the other. This approach has been suggested many times, without much success. It is now becoming essential under the influence of the case law of the Court of Justice of the European Union. Read more