It is inherent in the approach hesitations

Each revision of the law of public tenders is an opportunity to re-examine the relevance of the above thresholds. The reform, that the public discussion starts today in the Senate in the banking and financial regulation Bill, is no exception to the rule. It is inherent in the approach hesitations.

Of course, address by way of thresholds may give an impression of arbitrariness. Law, especially when it is technical, are used but for the sake of safety or convenience. The right of the OPA provides an illustration: in its transparency component, where it requires to declare the crossing of twenty thresholds of participation in publicly-traded companies. but also in its substantial component, where thresholds are used to define the scope of obligations (mandatory public offer, OPO) or right (compulsory withdrawal, RO) for the purchase of the minority shareholders of control titles.

Acting OPO threshold, including the principle of redefinition seems acquired, a double change is contemplated by the Bill. The first relative to its quantum, the Senate Finance Committee proposes to register now in the Act, from 33.1/3 to 30. The serious reserves called in law the legalization of this threshold, the appropriateness of such lowering can not convince. The two main arguments to support - the need to make the most significant threshold of OPO relation that is the reality of de facto control of the French listed companies and the desire to align the French line on the average of European level - is not convincing.

A considerable issue

Not sure that the game worth the candle: the implementation of transitional measures, yet absent from the proposal, or the consequences of the eviction of the threshold of the third, well known to the law of corporations, a 30 artificial stock threshold should have heavy consequences.

Another difficulty: the determination of the titles to be integrated into these thresholds is delicate. It fuels the debate between advocates of a dissociation of the logic of transparency and control, supported by the Government and members, and supporters, majority in the Senate commission, an assimilation between reportable threshold and threshold of OPO to include titles and rights of vote not currently held by the person concerned or its performers.

If significant issues financial issue favours solutions conserva-, no one is bound to raise a right referring exclusively to abstract threshold limits and uniform rather than daring to base the obligation to offer on the existence of a control as a threshold crossing may best serve to assume.

The revision to lower the threshold for mandatory withdrawal, a time in the behind the scenes of the Bill, appears however more topical. It is possible to regret it: the opportunity could be usefully before learn from experience and adapt accordingly the famous 95 threshold, often considered too high and conducive to opportunistic or disgruntled investors blocking manoeuvres, without sacrificing the interests of the minority. Thus, the idea could be explored to reduce this threshold in the event of a withdrawal to a takeover bid attention by the market (up to 90, for example). Shelley is also the "principle of reality" will be required to submit the part of this mode of regulatory quantitative approximation.