Capital Markets & Trading in France

Key dates

January 2021

- Start of the period during which Financière Fonds Privés is found to have committed unauthorised placement and advisory breaches

October 2024

- End of the factual period examined by the AMF Enforcement Committee for the identified breaches

TBD (post‑21 July 2026)

- Potential appeal phase before the Conseil d’État; the decision indicates that an appeal may be lodged, so firms should monitor for any subsequent case law impacting interpretation of CIF professional obligations

21 July 2026

- AMF Enforcement Committee decision imposing fines of €100,000 on Financière Fonds Privés, €70,000 on Pierre‑Michel Deléglise, and €40,000 on Thierry de Chambure, and attributing all breaches to the two senior managers

28 July 2026

- Public announcement of the decision via AMF news release

Suggested considerations

• Review the firm’s regulatory status (CIF versus investment services provider) and ensure that any placement or capital‑raising activities are within authorised limits; discontinue or re‑authorise any non‑guaranteed placement services currently carried out under CIF status.
• Conduct a comprehensive mapping of all services and activities (advisory, marketing, introductions, distribution) to confirm that none constitute regulated investment services (e.g., non‑guaranteed placement) without the requisite AMF/ACPR authorisation.
• Inventory all remuneration flows from issuers and third parties, including commissions, retrocessions and fees, and assess whether they are compatible with any independence claims and MiFID II inducements rules; remove or re‑label “independent” branding where issuer remuneration is received.
• Update client‑facing documentation (engagement letters, brochures, websites, emails) to provide clear, accurate and non‑misleading information on adviser independence, remuneration model, and any relationships with issuers or introducers.
• Implement or enhance procedures to ensure a written suitability statement is produced and delivered to clients for each piece of investment advice, documenting client profile, recommended products and rationale; integrate this into advisory workflows and record‑keeping.

What changed

• - Financial investment advisors must not conduct non‑guaranteed placement services (service de placement non garanti) such as actively seeking subscribers on behalf of issuers, unless they hold the...
• Firms that present themselves as independent advisors must not receive remuneration (direct or indirect) from product issuers whose instruments they recommend, unless permitted under MiFID II/French...
• When claiming independence, firms must provide accurate, clear and non‑misleading information on the nature of their independence, remuneration model, and any relationships with issuers or...
• Financial investment advisors must issue a written suitability statement formalising the investment advice provided, setting out the client’s profile, the recommended products, and the reasons why...
• Pre‑contractual documentation must include full information on costs, fees and remuneration, covering both the advised investment and any business introducer partners; omission of these disclosures...

Key dates

2007

– Original Shareholder Rights Directive (SRD I) adopted, establishing a basic EU framework for shareholder rights in listed companies

2017

– Revised Shareholder Rights Directive (SRD II) adopted, introducing measures to promote long‑term engagement, improve governance transparency and regulate exercise of shareholder rights, particularly at general meetings

20 July 2026

– AMF publishes its response to the European Commission’s consultation on the SRD review, setting out its expectations and proposals on harmonisation, meeting formats and shareholder engagement

Suggested considerations

• Monitor the European Commission’s SRD review process closely, including the forthcoming legislative proposal and any related impact assessments, as these will determine concrete new obligations on meeting formats, shareholder identification and intermediaries’ duties.
• Map current practices for general meetings (physical, hybrid, virtual‑only) against the AMF’s positions and SRD II requirements, and assess the extent to which existing procedures depend on national options or flexibilities that may be removed in a revised SRD.
• For intermediaries and custodians, assess existing cross‑border voting, information transmission and shareholder identification processes to identify areas of fragmentation or reliance on local practices that may be affected by EU‑level harmonisation.
• Engage with industry associations and local regulators to provide practical feedback on operational challenges (e.g. complex custody chains, vote confirmation, cut‑off times) so that future SRD revisions reflect realistic implementation constraints.
• Update internal regulatory change logs and risk assessments to flag the SRD review as an emerging structural change to shareholder‑rights processes, with potential impacts on IT systems, contracts with intermediaries, and investor communications.

What changed

• * The AMF advocates removal of many existing “Member State options” in SRD in order to achieve greater harmonisation of shareholder rights and issuer–shareholder interactions across the EU, reducing...
• The AMF reiterates that long‑term shareholder engagement should remain a core objective of the revised SRD and that the framework should explicitly facilitate ongoing dialogue between issuers and...
• The AMF supports the development of hybrid general meetings with real‑time remote voting as a structural feature of EU listed company governance, in line with the digitalisation of the economy and...
• The AMF considers “closed‑door” general meetings (with no in‑person or remote shareholder participation) to be incompatible with SRD objectives and proposes that such formats be prohibited in the...
• The AMF proposes that “virtual‑only” general meetings should remain possible but be subject to tighter regulation at EU level, including a requirement to obtain shareholders’ approval on a regular...

Key dates

01 January 2022

- Start of the period covered by the AMF’s AML/CFT and AEI inspections synthesis (inspections leading to follow‑up actions)

June 2024

- Creation of the European Anti‑Money Laundering and Countering the Financing of Terrorism Authority (AMLA), with a mandate over financial‑sector AML/CFT supervision and rulemaking

31 December 2025

- End of the review period for inspections and enforcement outcomes included in the synthesis

January 2026

- Transfer at EU level of AML/CFT mandates and functions to AMLA and start of its 2026‑2028 work programme, including completion of the Single Rulebook and supervisory convergence

09 February 2026

- AMLA launches public consultations on draft regulatory technical standards for AML/CFT supervision and data (RTS/ITS), foreshadowing future harmonised requirements

Suggested considerations

• Review and comprehensively update AML/CFT written policies and procedures to ensure they are complete, precise and clearly adapted to the firm’s specific activities, products, distribution channels and client profiles.
• Redesign AML/CFT risk mapping to be firm‑specific, cover all relevant money laundering and terrorist financing risks, and explicitly link identified risks to the intensity of customer due diligence and transaction monitoring measures applied.
• Implement a formalised framework for the oversight of delegates, distributors, service providers and other third parties performing KYC or onboarding tasks, including documented due diligence, contractual obligations, and periodic testing of their AML/CFT controls.
• Conduct a gap analysis of client and beneficial owner data collection, storage and updating processes to ensure full traceability of KYC information, including clear documentation of PEP identification and periodic review.
• Enhance due diligence procedures for investment and divestment operations involving fund assets, including documented risk assessments and escalation paths for unusual or higher‑risk transactions.

What changed

• - The AMF has formalised and publicly communicated its enforcement findings and expectations on AML/CFT and AEI, turning past inspection outcomes into forward‑looking supervisory benchmarks for 2026...
• AML/CFT frameworks must move from generic and incomplete documentation to precise, activity‑specific procedures that clearly reflect the firm’s business model, products, distribution channels and...
• AML/CFT risk mapping must be personalised, complete, and demonstrably linked to the level and type of customer due diligence and ongoing monitoring applied; purely theoretical or non‑operational risk...
• Firms must implement robust oversight and documented supervision of delegates, distributors, service providers and other third parties involved in KYC or onboarding, rather than relying on unverified...
• Client, beneficial owner and source‑of‑funds information must be systematically collected, stored, updated and traceable, including clear identification and ongoing review of politically exposed...

Key dates

July 2021

- Period during which Mr Ytane Mamou purchased shares in the listed company on his own account, for his wife, and for his father, and when Mr Houri acquired shares following his cousin’s recommendation, prior to takeover-related announcements

20 May 2026

- AMF Enforcement Committee decision SAN‑2026‑04 is adopted, finding insider dealing by Mr Mamou and Mr Houri and imposing fines of €30,000 and €20,000 respectively

22 May 2026

- AMF publishes the news release summarising the Enforcement Committee decision and sanctions; appeal against the decision remains possible from this date in accordance with French procedural rules

Suggested considerations

• Review and update MAR market abuse policies to explicitly cover the prohibition on recommending or inducing others to trade on the basis of inside information, including for non-staff related persons.
• Enhance insider dealing surveillance scenarios to capture atypical trading patterns before takeover or M&A announcements, including trading by retail clients and accounts linked to employees’ family members where identifiable.
• Tighten procedures for the management of inside information during corporate transactions (takeovers, mergers, acquisitions), including clear designation of insiders, controlled information flows, and logging of who is aware of pending deals.
• Strengthen controls around potential transmission channels for inside information, including guidance and monitoring for staff who may informally share information with relatives or friends, and explicitly prohibit such behaviour in codes of conduct.
• Provide targeted MAR training to staff, senior management, and high‑risk functions (M&A, corporate finance, strategy, legal, finance) that uses this case as an example of how the AMF infers insider dealing and the consequences for both insiders and relatives.

What changed

• - The decision reiterates and operationalises the definition of “inside information” under the EU Market Abuse Regulation (MAR, Regulation (EU) No 596/2014), confirming that information relating to a...
• The Enforcement Committee shows that it will infer possession and use of inside information from a combination of factors (plausible transmission channels, atypical trading patterns, timing around...
• The decision confirms that the use of inside information through trading on own account and on the account of closely related persons (spouse, parent) will be treated as separate instances of misuse...
• The Committee explicitly treats recommendations to invest made on the basis of inside information as a distinct form of insider dealing, exposing the recommender to sanctions even if they do not...
• The ruling reinforces that relatives and close associates (here, cousins) who act on such recommendations can be sanctioned for insider dealing, even when they are not employees or insiders of the...

Key dates

July 2023

- AMF investigators, with judicial police, conducted authorized house search; individual initially refused access

May 2024

- AMF filed report with Paris Public Prosecutor's Office

July 2024

- Paris *Cour d’Appel* upheld search authorization, finding sufficient presumption of market abuse; ordered €5,000 costs to AMF

September 2024

- AMF lodged formal complaint

May 2025

- Paris *Cour d’Appel* validated search and seizure operations; ordered additional €5,000 costs to AMF

Suggested considerations

• Immediate training: Conduct firm-wide sessions on AMF inspection protocols, emphasizing mandatory cooperation, document access, and avoiding any delay or refusal (e.g., scripted responses for employee interactions).
• Policy updates: Revise compliance manuals to explicitly prohibit obstruction, including scenarios like home searches for remote workers; designate 24/7 points of contact for AMF visits.
• Mock drills: Simulate AMF searches at offices and residences to test response times and access protocols.
• Legal readiness: Retain counsel experienced in CMF Article L.642-2 matters; pre-approve cooperation clauses in employee contracts.
• Reporting: Enhance internal surveillance to detect potential market abuse early, reducing investigation risks.

What changed

This is not a regulatory change but an enforcement precedent affirming existing rules under the Monetary and Financial Code (CMF), specifically Article L.642-2, which criminalizes obstruction of AMF inspections or investigations, including refusing access during authorized house searches. The ruling reiterates that even initial refusal of access constitutes obstruction, with courts upholding AMF operations via prior judicial authorization from the *Juge des Libertés et de la Détention*. It highlights dual administrative and criminal tracks, though a 2022 Constitutional Court decision (QPC no.

Key dates

Ongoing from 2026

- Operational oral updates on FMSB workplan/priorities as needed. https://www.amf-france.org/sites/institutionnel/files/private/2026-03/fmsb-amf-accord-2026.pdf

30 March 2026

- Agreement signed and announced, marking effective date of collaboration (today's date). https://www.amf-france.org/en/news-publications/news/fmsb-signs-consultation-agreement-autorite-des-marches-financiers

Annually (starting 2026)

- FMSB provides high-level oral update to AMF on strategy progress

At least annually (starting 2026)

- FMSB Chair/CEO discusses strategy refresh with AMF for input

Suggested considerations

• Review and monitor FMSB's 2026 Workplan for upcoming Standards/Statements, noting AMF-influenced drafts (e.g., via FMSB committees and buy-side forum). https://fmsb.com/wp-content/uploads/2026/01/FMSB-2026-Workplan_Final.pdf
• Benchmark internal FICC practices against FMSB guidance, especially vulnerability areas like market structures or conduct.
• Engage with FMSB membership or working groups if applicable, to align with emerging standards endorsed by AMF.
• Track AMF/FMSB updates for Paris-specific FICC developments. https://fmsb.com/fmsbsignsconsultationagreementwithamf/

What changed

This is not a regulatory change imposing new rules but a bilateral Consultation Agreement outlining cooperation mechanisms. Key elements include: AMF input on FMSB's annual strategy refresh via discussions with FMSB Chair/CEO; annual high-level oral updates on FMSB strategy progress; operational updates on FMSB workplan/priorities; and AMF's ability to review and challenge draft FMSB guidance materials and publications for wholesale FICC markets. The agreement is non-binding, personal to the parties, and amendable only by mutual written consent, with no third-party rights.

Key dates

19 February 2026 Deadline

- Initial trading suspension requested by AMF until 13 March 2026 due to pump-and-dump suspicions

13 March 2026

- End of initial suspension period; AMF requests extension

10 April 2026

- New end date for extended trading suspension, or until further notice

Suggested considerations

• Trading venues (e.g., Euronext): Implement and maintain suspension of RAPID NUTRITION shares until April 10, 2026, or AMF notice.
• Firms under AMF jurisdiction: Review trading surveillance systems for pump-and-dump signals (e.g., aggressive social media/email pitches promising quick gains); ensure no facilitation of unauthorized recommendations.
• Investors: Preserve all pitch documents (screenshots, emails, messages) and submit to AMF via Epargne Info Service platform or phone.
• Compliance teams: Conduct immediate audits of client communications and holdings in similar volatile stocks; train staff on MAR obligations for disclosing positions in recommendations.
• No new reporting deadlines, but proactive evidence submission is urged.

What changed

• This is not a new regulation but an enforcement extension; no broad regulatory changes are introduced. Key elements include:
• Extension of trading suspension from March 13, 2026, to April 10, 2026, to allow continued AMF analysis of price manipulation indicators.
• Reiterated definition and warning on pump and dump schemes, involving unauthorized promotions without disclosure of promoters' holdings, leading to artificial price inflation followed by dumps.
• Invocation of MAR (Market Abuse Regulation) principles, aligned with EU standards, emphasizing orderly market operations and investor protection.

Key dates

19 February 2026

Trading suspension begins; (effective from this trading session)

13 March 2026

Scheduled end of suspension; (inclusive, or earlier if market conditions allow via new AMF notice)

Suggested considerations

• Investors: Preserve all solicitation evidence (screenshots, emails, messages) and report via AMF's Epargne Info Service (online or +33(0)1 5345 6200, Mon-Fri 9am-12:30pm).
• Trading venues (Euronext): Implement and maintain suspension until lifted.
• Firms/brokers: - Suspend trading in RAPID NUTRITION shares.
• Enhance surveillance for pump-and-dump indicators (e.g., unusual volume/price spikes, correlated recommendations).
• Review client communications for unauthorized advice; block/blocklist suspicious patterns.

What changed

• This is not a new regulation but an enforcement action under existing French financial markets and market abuse rules (e.g., EU Market Abuse Regulation - MAR, transposed via AMF oversight).
• Trading suspension on Euronext at AMF's request due to suspected "pump and dump" (boiler room) practices, involving unauthorized recommendations promising rapid gains without disclosing promoters'...
• No formal rule changes; reinforces prohibitions on market manipulation (Article 12 MAR), unlawful investment recommendations (MiFID II Article 24), and failure to disclose conflicts.
• AMF's call for evidence collection emphasizes ongoing investigations into aggressive sales pitches via emails, messaging, or screenshots.[AMF publication]

Key dates

9 February 2026

- Consultations opened by AMLA on three draft RTS.[Source URL: https://www.amf-france.org/en/news-publications/news/amf-invites-financial-market-participants-amlas-consultations-three-draft-amlcft-implementing#xts=607212&xtor=RSS-11&type=RSS]

9 March 2026

- Consultation closes on RTS for pecuniary sanctions/administrative measures

24 March 2026

- Online public hearing on CDD and business relationships RTS

8 May 2026

- Consultations close on CDD RTS and business relationships/linked transactions RTS.[Source URL: https://www.amf-france.org/en/news-publications/news/amf-invites-financial-market-participants-amlas-consultations-three-draft-amlcft-implementing#xts=607212&xtor=RSS-11&type=RSS]

10 July 2026

- AMLA submits final draft RTS to European Commission for adoption

Suggested considerations

• Gap analysis and preparation: Assess current CDD/business identification/enforcement processes against drafts; identify changes for remote onboarding, PEPs, sectoral measures (e.g., asset manager Article 17 scenarios), and sanctions screening; set milestones for policy/system updates by July 2027.
• Engage hearings: Attend 24 March 2026 public hearing for CDD/business RTS.
• Monitor post-consultation: Track AMLA/EC adoption (expected Q1 2026 for some related RTS) and national implementations (e.g., CSSF data reporting).

What changed

• - CDD RTS: Builds on EBA's prior draft with AMLA refinements for legal clarity, proportionality, and risk adaptation; specifies information/sources for identity verification of natural persons/legal...
• Business Relationships/Occasional/Linked Transactions RTS: Defines criteria under AMLR Article 19(9) to harmonize identification, ensuring consistent EU-wide application beyond basic...
• Enforcement RTS (Pecuniary Sanctions/Administrative Measures): Under AMLD6 Article 53(10), standardizes supervisor assessment/categorization of breaches for proportionate, effective, dissuasive...

Key dates

16 October 2025

- ESMA publishes second consolidated Annual Sanctions Report for 2024 data

What changed

This is not a new regulation but a retrospective report documenting 2024 enforcement trends; no direct regulatory changes are introduced. Key observations include a significant rise in total fine amounts to over €100 million (from €71 million in 2023) despite stable sanction volumes (975 vs. 976), with MAR (377 sanctions, €45.5 million) and MiFID II/MiFIR (294 sanctions, €44.5 million) dominating. Notable shifts: increased settlement usage (94 agreements for €21.9 million, 22% of total), with AMF at 18% of its penalties via settlements (vs.

Key dates

11 September 2025

- Trading suspension in MEXEDIA shares effective at end of session

12 September 2025

- AMF press release published (French version)

30 September 2025

- Scheduled end of suspension period (inclusive)

1 October 2025

- Resumption of trading confirmed; pre-suspension orders purged

Suggested considerations

• Trading venues (e.g., Euronext): Immediately implement and maintain suspensions upon AMF request; purge affected orders.
• Investment firms and brokers: Screen for and block client orders in suspended securities; monitor for pump-and-dump indicators in communications.
• Advisory firms: Cease unauthorized investment recommendations promising strong upside; disclose positions if providing advice.
• All surveilled firms: Enhance transaction surveillance for manipulation signals (e.g., unusual volume/price spikes); report suspicions to AMF.
• Investors and firms assisting them: Retain evidence of suspicious pitches (screenshots, emails) and submit to AMF via Epargne Info Service (https://www.amf-france.org/en/request-information or +33(0)1 53 45 62 00).

What changed

• This is an enforcement action rather than new regulatory changes; no legislative or rule amendments are introduced. Key elements include:
• AMF's invocation of financial markets and market abuse regulations to mandate trading suspension via Euronext.
• Explicit warning on pump and dump tactics, defined as unauthorized promotions inflating share prices for insider sales, leading to investor losses.
• Follow-up resumption of trading on 1 October 2025 after suspension ended, with continued vigilance calls.

Key dates

July 31, 2025

- EFRAG publishes draft simplified ESRS for public consultation

September 29, 2025

- Consultation closes

End of November 2025

- EFRAG submits technical advice to European Commission

June 2026

- Sector-specific ESRS adoption planned

2026 financial year (reports in 2027)

- Voluntary application of simplified standards, if legislative timeline allows

Suggested considerations

• Monitor EFRAG's post-consultation technical advice (end-November 2025) and EC adoption process; prepare for voluntary uptake in 2026 reporting cycles.
• Listed companies: Refine materiality processes to specify IRO types and use gross impacts; retain "net zero" definitions in climate plans; prioritize quantitative climate financial effects.
• Conduct or update materiality assessments per EFRAG guidance (e.g., value chain, thresholds); leverage "undue costs" relief judiciously with time limits.
• Prepare xHTML digital tagging for sustainability statements in management reports.
• French firms: Align 2026 statements with AMF supervisory expectations, noting non-adoption of ESMA's GLESI guidelines pending full CSRD transposition.

What changed

• AMF endorses EFRAG's simplifications but proposes targeted adjustments:
• Materiality assessment: Support for proportionate double materiality (impacts, risks, opportunities or IRO) but requires minimum specification of impact type (positive/negative, risk, opportunity);...
• Climate reporting: Regrets removal of "net zero" definition (90-95% gross GHG reduction trajectory), essential for 2024 comparability.
• Anticipated financial effects: Strongly backs Option 1 (quantitative info required, with exceptions) for climate matters to align with ISSB and investor needs; flexible for other topics.
• Reporting reliefs: Supports "undue costs/efforts" exemptions (e.g., metrics except Scope 3 GHG) with time-bound limits to match ISSB. EFRAG's draft cuts mandatory datapoints by 57-61%, eliminates...

Key dates

16 July 2025

- AMF Enforcement Committee decision issued imposing €300,000 fine

22 July 2025

- Official publication of enforcement decision

No specified deadline Deadline

- Appeal period available (no specific timeframe stated in the decision)

Suggested considerations

• *Audit client notification procedures for derivatives trading changes, particularly regarding position closure procedures and margin calculation methodologies, ensuring clients receive advance notice of material changes
• *Implement incident reporting protocols for securities transactions that could affect order execution, with documented evidence of timely client notification
• *Review PEA transfer procedures to ensure compliance with regulatory timeframes and proper documentation of information provided to clients regarding Brexit-related consequences
• *Strengthen information governance to ensure all material operational changes are communicated to clients within required timeframes and with appropriate detail
• *Conduct compliance training for front-office and operations staff on professional obligations regarding client communication and information disclosure

What changed

• The enforcement decision does not introduce new regulatory requirements but rather clarifies existing obligations under current French financial regulations.
• Client notification requirements for significant procedural changes affecting derivatives trading and margin calculations
• Incident disclosure obligations for securities transactions that could materially affect order execution
• Timely information provision regarding regulatory consequences of the UK's withdrawal from the European Union as they affect PEA accounts
• Operational procedures for managing equity savings plan transfers with proper documentation and client communication

Key dates

2024

- Working Group conducts analysis and drafts report on smart contract certification

3 February 2025

- Report published for public consultation

14 March 2025

- Industry responses submitted (e.g., GDF, Adan)

16 July 2025

- Summary of consultation responses published by ACPR and AMF

Suggested considerations

• Monitor developments: Track ACPR/AMF Fintech Forum updates for potential voluntary certification pilots or EU harmonization under MiCA/pending DeFi rules.
• Review internal practices: Align smart contract governance, audits, and change management with endorsed principles (e.g., third-party audits, risk-based recertification on material changes).
• Enhance documentation: Prepare for possible protocol-level certification, including modular DeFi interactions and continuous on-chain monitoring.
• Engage stakeholders: Participate in future consultations via industry groups like GDF or Adan to influence voluntary frameworks.

What changed

No binding regulatory changes are introduced; this is an exploratory summary confirming industry support for proposed principles on technical standards (security, governance, compliance), audit methods (third-party, self-certification), and regulatory avenues (preference for voluntary certification over mandatory). Respondents endorsed alignment with industry best practices, risk-based approaches, and proportionality, with calls for technologically neutral standards and continuous monitoring models.

Key dates

10 June 2025

- AMF Enforcement Committee decision issued, imposing fines

Post

10 June 2025; - Appeal window opened; European TopSoho lodged appeal before Paris Court of Appeal

Suggested considerations

• Shareholders: Implement automated threshold monitoring systems; file timely declarations (immediately upon crossing, with six-month plans) via AMF portal. Document all share transfers, including indirect control via trusts/companies.
• Issuers: Secure pre-publication access to financial releases (e.g., website password protection); conduct pre-release audits. Train IR teams on confidentiality protocols.
• All firms: Review governance for personal attribution risks; audit recent disclosures for misleading statements. Enhance MAR compliance training, focusing on complex ownership structures.
• Immediate: If involved in similar transactions (2016-2021 period referenced), self-assess and remediate reporting gaps.

What changed

• This is an enforcement decision, not a regulatory change introducing new rules; it reinforces existing obligations under French financial markets law and MAR:
• Shareholder reporting thresholds: Mandatory notification to AMF and issuers for crossing above or below capital/voting rights thresholds, plus six-month plans.
• Prohibition on false/misleading information: Press releases denying control over entities when factual arrangements prove otherwise qualify as market manipulation.
• Inside information confidentiality: Issuers must prevent premature public access to sensitive releases, even unintentionally. No new requirements were enacted; the decision clarifies application to...

Key dates

Within 4 Deadline

6 weeks of triggering event; - Danae Group must file draft takeover bid (practice standard; exact trigger date not specified in publication)

10 trading days from offer period start Deadline

- AMF reviews draft for compliance and issues visa (extendable if appraiser or works council involved, min. 5 trading days post-target reply)

Pre

offer period (post-announcement); - Strict trading rules apply; offeror may acquire shares until opening, with restrictions

Offer period

- From AMF filing notice to results publication; minimum success threshold 50% (waivable by AMF)

Suggested considerations

• File draft takeover bid immediately: Submit to AMF with price details (highest 12-month price, cash only), intent on squeeze-out, and supporting documents.
• Appoint independent appraiser: Mandatory if squeeze-out planned; fairness statement required.
• Inform AMF and publish: Disclose filing; adhere to trading restrictions during pre-offer/offer periods.
• Prepare target response: Entreprendre to file draft reply document, potentially involving works council.
• Monitor thresholds: Ongoing vigilance for 30% voting rights or 1% 12-month crossings by any party.

What changed

No new regulatory changes are introduced; this is an enforcement decision applying existing AMF rules on mandatory takeover bids under the General Regulation (RGAMF), particularly Articles 234-2 et seq. Key requirements include: filing a draft offer with the AMF for compliance review within 10 trading days; mandatory cash offers at the highest price paid by the offeror (alone or in concert) in the prior 12 months; adherence to principles of free play of bids, equal treatment, transparency, market integrity, fairness, and competition.

Key dates

December 4, 2024

EU Regulation 2024/2809 enters force; , amending MAR on inside information and disclosures

June 5, 2026

Certain amendments to insider trading policies (e.g., Groupe Casino policy) apply; ; others immediate from February 2025

June 30, 2026

AMF General Regulation updates effective; , covering certifications for financial instruments and prospectuses

Within 3 trading days Deadline

PDMRs must report securities transactions; to issuer and AMF

Suggested considerations

• Update insider policies: Incorporate AMF-recommended black-out periods (30/15 days), definitions of inside information, and restrictions on index products/derivatives.
• Enhance training and awareness: Train PDMRs, insiders, and staff on MAR prohibitions; formalize in codes of ethics per AMF-AFA joint call (July 9, 2025).
• Strengthen surveillance: Implement transaction monitoring, insider lists (per MAR Article 8), whistleblowing mechanisms, and controls on gifts/invitations.
• Report promptly: PDMRs submit transactions via AMF portal; issuers disclose inside information immediately.
• Conduct audits: Review compliance functions for disciplinary oversight and breach detection, aligning with AMF inspection findings.

What changed

This is an enforcement action, not a regulatory change; it reaffirms existing MAR requirements under Articles 7 (inside information definition), 8 (insider lists), 14 (insider dealing prohibition), 17 (public disclosure), and 19 (PDMR trading restrictions, including 30-day black-out periods before financial results). No new rules are introduced, but it highlights AMF's reliance on firms for detection via internal policies, whistleblowing, and gift/invitation controls, as echoed in recent AMF-AFA guidance.

Key dates

March 2023

- Pilot Regime became operational

April 9, 2025

- AMF and Consob formal proposals submitted

March 24, 2026 Deadline

- ESMA report deadline to European Commission on Pilot Regime functioning and recommendations

Q2 2026

- Expected European Commission report to Parliament and Council with recommendations on Pilot Regime extension, amendment, or permanent conversion

June 30, 2026

- End of MiCA transitional period; full crypto-asset regime implementation

Suggested considerations

• *For Market Infrastructure Operators:
• *Reassess Business Cases: Evaluate viability under revised €100 billion thresholds and expanded instrument eligibility
• *Prepare Applications: Organizations previously excluded by €6 billion threshold should prepare authorization applications under new proportionality framework
• *Monitor Commission Decisions: Track European Commission's response to ESMA report (expected Q2 2026) for final regulatory direction
• *Compliance Documentation: Prepare operational and technical documentation demonstrating alignment with revised requirements

What changed

• The proposed amendments address the Pilot Regime's limited uptake by introducing the following regulatory modifications: Scope Expansion
• Expand eligible financial instruments from current restrictions to all financial assets
• Remove categorical limitations that previously restricted participation Activity Thresholds
• Raise activity thresholds from €6 billion to €100 billion
• Introduce greater proportionality based on project scale, allowing smaller players simplified requirements Operational Flexibility

Suggested considerations

• Enhance insider list maintenance and training to preempt failures, as fined in parallel cases.
• Document transaction rationales proactively (e.g., investment theses independent of inside info) to counter "atypical nature" arguments.
• Conduct regular MAR compliance audits, focusing on disclosure channels and trade timing surveillance.
• Review internal policies against AMF Enforcement Committee precedents, ensuring defenses emphasize alternative explanations for trades.

What changed

No new regulatory changes or requirements are introduced; this is an enforcement decision, not a rulemaking. It clarifies application of existing Market Abuse Regulation (MAR) rules under AMF jurisdiction, emphasizing that sanctions require concrete proof beyond timing, atypical trades, or plausible disclosure channels—such as unconvincing explanations alone are insufficient for liability. The ruling aligns with prior cases where the Committee has cleared parties when evidence falls short, as seen in decisions fining some but exonerating others based on similar factors.

Key dates

March 6, 2025

EBA consultation launch; on draft RTS for AML/CFT standards (ongoing as of analysis)

January 1, 2026

EBA hands over AML/CFT mandates, tools (e.g., EuReCa database), and functions to AMLA; ; existing EBA guidelines remain until replaced

July 10, 2027 Deadline

New AMLD6/AMLR rules apply directly; , including CDD for new customers and start of phased compliance

2028

AMLA begins direct supervision; of selected high-risk entities

By July 2032 Deadline

Full CDD compliance; for existing customers (five-year transition from 2027)

Suggested considerations

• Participate in EBA consultation: Submit feedback on draft RTS via EBA channels, focusing on risk indicators, data frequency, and feasibility; AMF encourages French firms to act promptly.
• Conduct compliance gap analysis: Review current AML frameworks against proposed indicators (inherent risk, controls, residual risk); prioritize high-risk customers/products.
• Enhance systems: Invest in regtech for automated risk scoring, transaction monitoring, and data reporting to supervisors; update governance, policies, and CDD processes.
• Prepare for AMLA supervision: For cross-border firms, model group-wide risk profiles; develop remediation plans for breaches.
• Ongoing monitoring: Implement annual risk reviews and ad-hoc reassessments for business changes.

What changed

• The draft RTS propose harmonized methodologies for AML/CFT supervision, including:
• Risk Assessment of Obliged Entities (Article 40(2) AMLD6): A three-step process with indicators for inherent risk (customers, products/services, geography, distribution channels), control...
• Risk Assessment for Direct Supervision (Article 12(7) AMLAR): Two-stage selection for AMLA direct oversight of high-risk cross-border firms (operating in ≥6 Member States, meeting...
• CDD Updates: Risk-based approach for new customers from July 2027; five-year transition for existing customers, prioritizing high-risk.
• Pecuniary Sanctions RTS (Article 53(10) AMLD6): Structured classification of breaches, proportionate sanctions, and enforcement for serious/repeated/systematic infringements to ensure uniformity...

Suggested considerations

• Enhance surveillance: Implement real-time monitoring for spoofing, layering, wash trades, or coordinated orders creating artificial liquidity/pressure; calibrate alerts for atypical volumes or cancellations.
• Training: Conduct annual sessions on MAR price manipulation indicators, emphasizing individual liability even in group schemes.
• Policies: Update trading manuals to require pre-trade risk checks, order cancellation limits, and documentation of trading intent; mandate reporting of suspicious patterns to compliance/MLRO.
• Audits: Review historical trades for FOAT, equities, or warrants; self-report if issues found to mitigate fines.
• Governance: Senior managers certify no manipulation tolerance; integrate into MiFID II best execution and transaction reporting.

What changed

This is an enforcement decision, not a regulatory change; it reaffirms existing prohibitions under the French Monetary and Financial Code (Article L. 433-1-2) and EU Market Abuse Regulation (MAR, Regulation (EU) No 596/2014) against price manipulation, including fixing prices at artificial levels, disseminating false/misleading signals on supply/demand, or using deceptive orders. No new requirements are introduced, but it signals AMF's interpretation of manipulation in coordinated individual actions, consistent with prior cases.

Key dates

2025 (TBD)

- Conclusions from consultation responses to be presented

February 3, 2025

- Working Group report published and public consultation launched

March 10, 2025

- Public consultation closed (per some reports; responses summarized afterward)

July 16, 2025

- ACPR/AMF published summary of consultation responses

July 2026

- DASP regime fully phased out under MiCA transitional period

Suggested considerations

• Participate/Review: DeFi/crypto firms should review the report and response summary; late participation may inform ongoing discussions (consultation closed).
• Assess Smart Contracts: Evaluate internal smart contracts against proposed standards (security, governance, compliance) and audit practices for voluntary adoption.
• Monitor Developments: Track ACPR/AMF updates and EU MiCA/DeFi harmonization; prepare for potential fast-track CASP licensing if using certified contracts.
• Engage Stakeholders: Join ACPR-AMF Fintech Forum dialogues; implement AML/CFT enhancements for smart contract risks, as AMF/ACPR assess ongoing compliance.

What changed

• No binding regulatory changes yet; this is exploratory work anticipating future regulation. The report proposes:
• Standards for security, governance, and compliance across execution environments.
• Audit frameworks including public authority, third-party auditors, or self-certification.
• Regulatory avenues from voluntary certification to obligations, with proportionate approaches. Consultation responses (summarized post-March 2025) confirmed support for technical standards and audits...

Key dates

10 April 2019

- FDA request for additional study deemed inside information; not disclosed until 30 August 2019

28 October 2020

- FDA 'non-agreement' on clinical study design deemed inside information; never publicly disclosed

20 January 2025

- AMF Enforcement Committee decision imposing fines (SAN-2025-01)

23 July 2025

- Paris Court of Appeal dismissed David Horn Solomon's stay of execution application (n°25/05331)

Post

20 January 2025; - Appeal lodged by Pharnext, Cohen, and Solomon to Paris Court of Appeal (ongoing)

Suggested considerations

• Review inside information policies: Ensure protocols flag regulatory feedback (e.g., FDA requests) as inside information and mandate immediate public disclosure via official channels.
• Audit communications: Screen press releases, shareholder letters for optimistic language on approvals; implement pre-issuance legal/compliance sign-off.
• Director training: Conduct MAR-specific training on personal liability for disclosure failures; document decision trails.
• Monitor appeals: Track Paris Court of Appeal outcomes, as upheld fines could set precedents for biotech disclosures.
• wide actions mandated beyond general MAR compliance, but proactive gap analysis recommended.

What changed

• This is not a regulatory change but an enforcement decision applying existing obligations under the Market Abuse Regulation (MAR), specifically:
• Article 17 MAR: Requirement to disclose inside information as soon as possible (breached by Pharnext's delays from 10 April 2019 and non-disclosure from 28 October 2020).
• Article 12(1)(c) MAR: Prohibition on disseminating false or misleading information that could affect market prices, via press releases and shareholder letters overstating FDA progress. No new rules...

Key dates

October 10

16, 2019; - Five trading sessions during which manipulative "marking the close" sales occurred on Euronext Paris

2019 (exact dates unspecified)

- Instances of failing to report exceeding/falling below 5% ownership thresholds in Innate Pharma

13 December 2024

- AMF Enforcement Committee decision date imposing fines

16 December 2024

- French version of press release published

Suggested considerations

• Implement pre-trade surveillance for "marking the close" patterns, especially around issuer events like IPOs where Euronext closes influence external pricing.
• Enhance 5% threshold monitoring with automated alerts and timely filings (4 trading days post-threshold).
• Conduct senior manager training on personal liability under MAR for manipulative orders benefiting the firm (e.g., lower ADS subscription as largest subscriber).
• Review cross-border trading policies for French-listed assets, including jurisdiction assessments for non-EU funds.
• Perform gap analysis on order timing controls to flag end-of-day volume spikes.

What changed

This is an enforcement decision, not a regulatory change; it reinforces existing MAR prohibitions on price manipulation (Article 12), specifically "fixing the price at an abnormal or artificial level" through timed sales at market close to influence linked ADS pricing on Nasdaq. It also highlights ongoing scrutiny of reporting obligations under Article L. 233-7 of the French Commercial Code for crossing 5% thresholds in listed companies.

Key dates

11 December 2024

- AMF Enforcement Committee decision issued, imposing fines

Post

11 December 2024; - Appeals lodged by European High Growth Opportunities Manco SA, Alpha Blue Ocean Inc., Auplata Mining Group AMG, RSM Paris SAS, Stéphane Marie, and Pierre Vannineuse before the Paris Court of Appeal (exact filing date not specified)

Suggested considerations

• Review disclosure practices: Audit press releases and financial statements for complete disclosure of financing terms, especially dilutive clauses (e.g., earn-outs, conversion mechanics in ODIRNANEs/BSAs); include in going concern assessments.
• Enhance auditor coordination: Ensure statutory auditors verify all material risks before issuing unqualified opinions; document diligence on issuer disclosures.
• Strengthen trading controls: For funds/managers, implement pre-trade checks on share sales against retention/volume commitments; monitor portfolio compliance with public undertakings.
• Training and policies: Update internal policies, conduct staff training on market abuse (MAR-equivalent rules), and perform gap analyses against this case; simulate disclosure scenarios.
• Monitor appeals: Track Paris Court of Appeal proceedings for potential precedent shifts (https://www.amf-france.org/en/news-publications/news-releases/enforcement-committee-news-releases/amf-enforcement-committee-imposes-fines-totalling-eu4150000-four-legal-entities-and-three-natural).

What changed

This is an enforcement action, not a regulatory change; it reinforces existing obligations under AMF rules prohibiting false/misleading information (e.g., omitting key clauses in financing agreements like ODIRNANEs with BSAs, failing to disclose earn-outs or include them in going concern analyses) and price manipulation (e.g., breaching share retention and daily sales volume limits).

Key dates

September 12, 2024

- AMF Enforcement Committee issued the decision

September 16, 2024

- Public announcement of sanctions

No specified deadline Deadline

- Appeal period remains open (appeals may be lodged against the decision)

Suggested considerations

• *Audit Existing Procedures: Review and document all procedures governing regulatory and marketing materials for alternative investment funds, ensuring they address risk disclosure accuracy and asset return reporting requirements.
• *Formalize Investment Selection Process: Document and implement investment selection procedures that demonstrate application of "high standard of diligence," including documented investment committee decisions, due diligence checklists, and approval workflows.
• *Enhance Conflict of Interest Controls: Map all potential conflicts in asset allocation decisions and implement specific controls (e.g., segregation of duties, documented approvals, independent review) for each identified conflict scenario.
• *Implement Comprehensive AML/CFT: Extend AML/CFT procedures to cover both fund-level investments and individual client subscriptions, with documented customer due diligence, beneficial ownership verification, and transaction monitoring.
• *Strengthen Internal Control Functions: Establish or enhance internal audit/compliance functions with documented monitoring controls covering investments, conflicts of interest, and AML/CFT, with regular reporting to management and governance bodies.

What changed

• The decision does not introduce new regulatory requirements but rather clarifies enforcement expectations across existing obligations:
• Regulatory Documentation Standards: Asset managers must implement documented procedures governing the preparation of all regulatory and marketing materials for alternative investment funds, with...
• Investment Due Diligence Standards: A "high standard of diligence" is required when selecting investments, with formal investment procedures that must be consistently followed and documented.
• Conflict of Interest Management: Specific controls must address conflicts in asset allocation decisions, with documented decision-making processes that demonstrate conflict mitigation.
• AML/CFT Implementation: Anti-money laundering and combating the financing of terrorism procedures must be applied comprehensively to both fund-level investments and individual client subscriptions,...

Key dates

25 July 2024

- AMF Enforcement Committee decision issuing fines

9 January 2025

- Paris Court of Appeal dismisses appeals by CEO Abensur, CFO Fraenckel, and ALA Financière as inadmissible (case n° 24/16188)

March

April 2020; - Violation period (interview on 20 March 2020; share sales and unreported transactions)

Suggested considerations

• Implement pre-approval for executive media interactions: Require scripts/press releases issued simultaneously with interviews to avoid selective disclosure.
• Enhance insider lists and trading controls: Block trading during closed periods or on inside info; mandate pre-clearance for PDMRs/holdings.
• Automate transaction reporting: Ensure PDMRs register for real-time broker confirmations and file AMF reports within 3 business days; train on personal accountability.
• Conduct MAR training refreshers: Focus on inside info identification (e.g., product launch timelines) and COVID-era precedents.
• Audit past disclosures: Review 2020-2021 communications for similar selective leaks.

What changed

• This is an enforcement decision, not a regulatory change; it applies existing requirements under EU MAR (Regulation (EU) No 596/2014, transposed in France) and AMF rules:
• Selective disclosure: Issuers must ensure "full and effective" public dissemination of inside information via press releases before any selective sharing (e.g., interviews); partial disclosure to a...
• Insider trading: Prohibits trading (including selling) by insiders possessing inside information, such as unreleased plans to sell treasury shares, which could impact share price.
• Reporting obligations: Directors and holding companies must report transactions in issuer shares to AMF within 3 business days under Article 19 MAR; repeated failures (citing broker delays) were...