[Last updated: 1 January 2024, unless otherwise noted]

Key Transparency Directive requirements

Periodic reporting requirements. A listed company whose EEA home Member State is France must comply with all of the French requirements implementing the EU Transparency Directive, which is applicable in the EEA (the Transparency Directive). The bulk of these requirements (which are set out in Article L. 451-1-2 of the Monetary and Financial Code and Articles 222-3 and 222-4 of the AMF General Regulation) concern the publication of periodic reports by listed issuers, including:

• Annual financial reports. The annual financial report must be published within four months of the end of the fiscal year. At a minimum, it must include summarized audited financial statements, management's report and an auditors' report on the financial statements for the period covered.
• Half-yearly reports. The half-yearly report must be published within three months of the end of the semester. At a minimum, it should include summarized financial statements, an interim management report and the auditor's review report or a statement by the issuer that the financial statements have not been reviewed. In addition, the half-yearly report must include material related party transactions that have occurred during the first six months of the fiscal year.

  Pursuant to Directive 2013/50/EU amending the Transparency Directive (Directive 2004/109/EC) implemented in French law in November 2015, the quarterly reports requirement were eliminated. The regulator of a home Member State (for example, the AMF) may recognize as equivalent the home country reports of a non-EU issuer, so long as the reports are filed and published in accordance with the Transparency Directive and meet EU-adopted minimum standards as to content. The details as to content are provided in Commission Directive 2007/14/EC. These include:

• Annual management reports. The report will be deemed to meet the Transparency Directive's requirements if it contains:
  • A fair review of the development and performance of the company's business and of its position, together with a description of the principal risks and uncertainties that the company faces.
  • An indication of any important events that have occurred since the end of the financial year.
  • Indications of the company's likely future development.
• Half-yearly reports. The report will be deemed to meet the Transparency Directive's requirements if it contains at least:
  • A review of the covered period.
  • Indications of the company's likely future development for the remaining six months of the financial year.
  • For issuers of shares and if already not disclosed on an ongoing basis, major related party transactions.

Responsibility statement requirements. The persons responsible within the company (such as the Chief Executive Officer) will be required to state publicly that, to the best of their knowledge:

• The annual financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the company's consolidated assets, liabilities, financial position and profit or loss.
• The annual management report includes a fair review of the development and performance of the business and the company's position, with a description of the principal risks and uncertainties that it faces.
• The half-year financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the company's consolidated assets, liabilities, financial position and profit or loss.
• The half-year management report includes a fair review of the important events that have occurred in the first six months of the financial year and their impact on the financial statements, with a description of the principal risks and uncertainties for the remaining six months and related party transactions.

Wide dissemination and storage of information. The yearly and half-yearly reports, together with monthly reports on the number of outstanding shares and voting rights, press releases and information on share repurchases, would all be considered to be "regulated information," whose distribution and retention must follow rules set forth in the Transparency Directive.

Under the Transparency Directive, "regulated information" must be disseminated, filed and then stored for a five-year period. The Transparency Directive requires "regulated information" to be centrally stored in an "officially appointed mechanism" and requires that there be at least one such mechanism in each Member State. Info-financiere.fr, operated by the Official Journal of the French Republic, is France's "officially appointed mechanism."

Pursuant to Article 221-4 V of the AMF General Regulation, it will not be necessary for the issuer to publish its annual and half-year reports in France. Rather, the issuer can issue a press release advising its French stockholders of the filing of the report and where it can be obtained. In addition, the primary information provider will send the full reports to the AMF.

Applicable accounting standards. The Transparency Directive requires annual and half-yearly reports to include consolidated financial statements, prepared in accordance with IFRS. Pursuant to decisions by the European Commission, US, Japanese, Chinese, Canadian, Indian and South Korean GAAP are considered to be equivalent to IFRS for the purposes of the Transparency Directive. A mechanism is in place allowing the European Commission to further monitor and decide on the equivalence of accounting standards of countries outside of the EEA converging to IFRS.

Notification of number of outstanding shares. Information on the total number of voting rights and the number of shares making up the share capital is considered to be "regulated information." Therefore, a company having its registered office outside of the EEA should publish, each month, on its website, the total number of voting rights and the number of shares making up the share capital.

Changes to the rights of shareholders. A company whose shares are listed on Euronext Paris must inform the AMF of any proposed amendments to its articles of incorporation or bylaws. In addition, it must issue a press release in the event of amendments to its articles of incorporation or bylaws, or the issuance or amendment of the terms of debt securities.

Key CSRD requirements

Sustainabilty disclosure requirements. As from 1 January 2024, a company with more than 500 employees, over €40 million (approximately US$44.20 million) in sales and/or €20 million (approximately US$22.10 million) in total assets, and whose shares are listed on Euronext Paris (including non-EU companies), must disclose information necessary to understand the impact of the company's activities on environmental, social and labor issues, human rights and anti-corruption policies. The Corporate Sustainability Reporting Directive (CSRD) requires companies to publish information both on the impact of the company's activities on people and the environment and on how sustainability issues may affect the company. This reporting must be subject to a mandatory verification from an independent auditor or third party verifier (depending on the jurisdiction).

Key Market Abuse Regulation requirements

Disclosure of inside information. Article 17 of the EU Market Abuse Regulation (MAR) requires that issuers of financial instruments inform the public as soon as possible of inside information which directly concerns those issuers. France has implemented this requirement, and a company listed on Euronext Paris (regardless of whether France is its home Member State) is required to comply with the rules described below. Information provided to the public must be accurate, precise and fairly presented.

Those with knowledge of privileged information, due to their participation in the company's management, are prohibited from using, for their own or another's account, the information on the market, and from communicating the information for ends or activities other than those for which it is intended.

Under MAR, inside information is "any information of a precise nature that has not been made public, relating directly or indirectly to one or more issuers of financial instruments, or to one of more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of the relevant financial instruments or on the prices of related financial instruments".

In addition, inside information is considered to be "regulated information" under the AMF General Regulation. Every company must disclose to the public as soon as possible any inside information that directly concerns that company.

The issuer may, under its own responsibility, delay publication of inside information, subject to the respect of the following three cumulative conditions:

• The immediate publication is likely to prejudice the legitimate interests of the issuer.
• The delay in publication is not likely to mislead the public.
• The issuer is able to ensure the confidentiality of that information.

Thus, an issuer who has knowledge of inside information about it must publish such information immediately, unless it determines to defer the publication according to the above mentioned cumulative conditions.

If it has postponed the publication of inside information, the issuer must (i) record the dates and times when inside information first existed within the issuer, when the decision was taken to delay disclosure and the reasons for the delay, (ii) notify the French securities regulator (the AMF) of the delayed decision by email once the information has been made public, and (iii) answer promptly to the AMF if the AMF subsequently asks for an explanation for how the conditions for delay were satisfied.

Under the AMF General Regulation, a company must ensure that the regulated information is transmitted in electronic format on a real time basis to agencies and websites located in France. The communication will be deemed to take place when the issuer provides the information to primary providers of regulated information, who in turn disseminate the information to press agencies and websites located in France and in all EEA Member States where the company has financial instruments admitted to trading on a regulated market. As of 20 December 2023, the AMF has approved five primary information providers, including Business Wire, which is frequently used by US issuers for their domestic financial communications.

Foreign companies listed on Euronext Paris may satisfy their reporting obligations with documents solely in the English language. Companies may wish to translate certain of their press releases into French in order to increase their visibility in the French market, even though there is no legal requirement to do so. However, if it is not possible to release the English and French versions at the same time, the issuance of the release in English should not be delayed pending translation of the document into French.

Prohibitions on insider dealing and market abuse. Pursuant to the Market Abuse Regulation, the Monetary and Financial Code and the AMF General Regulation impose a number of specific prohibitions on insider dealing. These apply to all financial instruments trading on Euronext Paris and Euronext Growth Paris or for which an application for listing on these markets has been filed. They also apply to financial instruments admitted to trading on a regulated market and certain other trading platforms elsewhere in the EEA, insofar as the acts concerned are performed in France.

The Monetary and Financial Code makes it a crime to engage in (or attempt to engage in) insider dealing, which is using inside information to acquire or dispose of financial instruments to which that information relates or to cancel or amend orders or bids placed before the person possessed the inside information. It is also prohibited to recommend or induce another person to engage in insider dealing and to unlawfully disclose inside information, which is disclosure of information to a person otherwise than in the normal exercise of an employment, a profession or duties. The insider dealing offence applies to any person who possesses inside information in circumstances such as having access to the information through employment, or in any other circumstance where that person knows or ought to know that it is inside information.

It is also a crime, for any person, to enter into a transaction by placing an order to trade or any other behavior which gives or may give misleading signals as to the offer of, demand for, or price of, a financial instrument, or secures, or is likely to secure, the price of financial instruments at an abnormal or artificial level. It is also prohibited to enter into a transaction, place an order to trade, or behave in a manner which affects or is likely to affect the price of financial instruments, by using fictitious device or any other form of deception or contrivance.

Finally, it is a crime to disseminate through any means (the media or Internet) information which gives false or misleading signals about the situation or the prospects of an issuer or as to the offer of, demand for, or price of, a financial instrument, or secures, or is likely to secure, the price of financial instruments at an abnormal or artificial level.

Non-compliance with these prohibitions could lead to criminal liability (subject to criminal fines and jail sentences) and/or administrative fines imposed by the AMF. The prohibitions apply regardless of whether the person concerned makes any gain through the prohibited operation. Legislation approved by the French Parliament in 2016 increased the criminal penalties imposed for violations, extended the covered securities to include derivatives linked to securities listed on Euronext Paris and granted the AMF the power to enter into settlements, similar to the US SEC consent decree procedure.

Further to the EU market abuse legislation, there are also a number of safe harbors for stabilization in connection with a public offering of securities and for stock repurchase programs.

Disclosure of certain management transactions. Persons discharging managerial responsibilities (PDMRs) as well as persons closely associated with them must notify to the issuer and the AMF transactions in the issuer's listed financial instruments. Notification is not required as long as transactions do not exceed €20,000 in aggregate on a calendar year. The AMF makes public on its website the transaction reporting received from the PDMRs. Notification to the AMF shall be made through the dedicated website ONDE.

MAR has introduced the legal closed periods for PDMR transactions. No trading is allowed for PDMRs and persons closely associated during a 30-day "closed period" before announcement of mandatory interim and year-end financial reports by the issuer. Interim financial reports refer both to the half-yearly and quarterly financial reports. Both the ESMA and the AMF made it clear that the starting date of the closed periods was not the publication of the periodic report but the publication of the relevant earnings release.

Issuers are obliged to compile a list of the PDMRs affected by this measure and of their close associates. Issuers also have to inform PDMRs in writing about their obligations under the MAR. PDMRs of the issuer are also required to inform relevant family members in writing about their obligations under the new regulation.

Insider lists. Issuers must draw up a list of "all persons who have access to inside information and who are working for [it] under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies" known as an "insider list", and promptly update the insider list when a change occurs.

A separate insider list must be kept for each matter or project that could involve inside information (a temporary insider list). In addition, a company may keep a list of individuals who may have regular access to inside information because of their role or seniority (a permanent insider list).

Insider lists must be kept on a standardized template, which requires the collection of certain personal information regarding each insider.

Issuers must take all reasonable steps to ensure that each person who is added to an insider list acknowledges in writing the legal and regulatory duties entailed and that they are aware of the sanctions that can be imposed on them if they disclose inside information unlawfully or otherwise misuse it.

As at present, insider lists must be kept for at least five years, and must be provided to the AMF on request as soon as possible.

Euronext Paris requirements

The Euronext Rule Book I as of 3 November 2023 contains a number of additional ongoing reporting and other obligations. Most of these are similar to the obligations imposed by French law. The main rules can be summarized as follows:

• The listed company must promptly pay the fees charged by Euronext, in accordance with the conditions established by Euronext and communicated to issuers.
• When a listed company issues additional securities of the same class as securities already admitted to listing, it must apply for admission to listing of the additional securities as soon as they are issued (in the case of a public offering of securities) and no later than 90 days after their issue (in other cases).
• The listed company must treat holders of securities of the same class issued by it equally in accordance with the rules and regulations applicable in France.
• The listed company must provide the market all necessary information to enable holders of its listed securities to exercise their rights.
• The listed company must provide Euronext Paris with all information which may impact the fair, orderly and efficient functioning of the markets operated by Euronext Paris, or may modify the price of its securities (ultimately) at the same time at which such information is made public.
• The listed company must inform Euronext Paris of corporate or securities events in respect of its securities admitted to listing in order to facilitate the fair, orderly and efficient functioning of the market.
• The relevant information must be provided at least two trading days in advance of the earlier of (i) the public announcement of the timetable for any such corporate or securities event and (ii) the corporate or securities event having effect on the market or the position of the holders of the relevant securities. The information includes:

• Amendments that affect the respective rights of different categories of securities.
• Any issuing or subscription of financial instruments.
• Any mandatory reorganization (such as a stock split, reverse stock split, redemption in part or in whole of securities).
• Any voluntary reorganization with or without option element (such as a tender offer, rights offer, repurchase offer).
• Any securities distribution (such as a stock dividend, bonus issue), any cash distribution (such as a cash dividend), and any announcement of coupons or cash dividend non payment.
• Any prospectus (or equivalent disclosure document) relating to public offerings.
• Any reports on the status of liquidation and more generally any decision regarding any situation of (temporary) suspension of payments, bankruptcy or insolvency situation (or analogous procedure has been granted or declared applicable in any jurisdiction).
• Any name change of the issuer.
• The admission to listing or trading on any regulated market or other organized market.

In addition, Euronext Paris Instruction N3-06 contains special provisions for informing Euronext Paris of the declaration and payment of quarterly dividends.