Implementation in France of the Takeover Directive and the new French poison pill: how does it affect defensive measures available to French companies?

Christophe Clerc, Shearman & Sterling LLP

The French Parliament has approved the implementation in France of the European takeover directive [1] (the Directive). As part of the implementation package, French companies will now be authorized to issue US-style ‘poison pill’ warrants (the Warrants). Such issuance will need to be approved by a simple majority of the shareholders. The Paris office of Shearman & Sterling has been closely involved in the development of this new poison pill legislation. This memorandum addresses the impact of the new French law implementing the Takeover Directive on defences available to French listed companies.