Corporate governance is now the focus of heated debates between a model that favors shareholder value maximization and a model based on stakeholder governance. These debates have a significant impact on the takeover market. This research project proposes to study the tensions between corporate governance and takeover law in France by posing the following hypothesis: French corporate governance challenges the efficiency of the takeover market.
We examine the choice of the corporate governance model during takeover periods made by the Florange law by defending the shareholder primacy model. We demonstrate that the “stakeholder” vision of French law, through the large definition of “social interest”, has led to the rise of “managerialism” and the increase of political and social power, undermining the principle of legal certainty. We conclude that the current state of French positive law is ineffective in protecting shareholders and stakeholders.
In this respect, we propose several legislative and jurisprudential modifications relating to the regime for contesting the offer price; the assessment of anti-takeover defences with regard to the interests of shareholders; the liability regime of managers during a takeover bid; and the articulation of defensive capacity with the guiding principles of takeover law.