Provisional text
OPINION OF ADVOCATE GENERAL
CAMPOS SÁNCHEZ-BORDONA
delivered on 15 October 2026 (1)
Case C‑862/25
AFI ESCA SA,
AFI ESCA Holding SARL,
AFI ESCA IARD SA,
AFI ESCA Luxembourg SA,
S V
intervener:
Autorité des marchés financiers
(Request for a preliminary ruling from the Cour d’appel de Paris (Court of Appeal, Paris, France))
( Reference for a preliminary ruling – Directive 2004/109/EC – Companies – Freedom of establishment – Harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market – Notification of major holdings acquired in the capital of companies by persons acting in concert – Fourth subparagraph of Article 3(1a) – Concept of ‘more stringent requirements’ – Laws, regulations or administrative provisions adopted in relation to takeover bids – Directive 2004/25/EC – Takeover bids – Obligation to interpret national law in conformity with the directives )
1. The dispute in the main proceedings concerns penalties imposed by the French financial markets regulatory authority (2) on various persons, one natural and the others legal, who are accused, in essence, of failing to fulfil obligations to report certain concerted actions, relating to transferable securities, with an impact on the progress of a takeover bid.
2. The request for a preliminary ruling concerns the interpretation of Directives 2004/109/EC (3) and 2004/25/EC (4) in a context combining rules in respect of takeover bids with rules relating to the transparency of information about the issuers of securities admitted to trading on a regulated market.
I. Legal framework
A. European Union law
1. Directive 2004/25
3. Paragraph 1 of Article 2 (‘Definitions’) provides:
‘For the purposes of this Directive:
…
(d) “persons acting in concert” shall mean natural or legal persons who cooperate with the offeror or the offeree company on the basis of an agreement, either express or tacit, either oral or written, aimed either at acquiring control of the offeree company or at frustrating the successful outcome of a bid;
…’
4. Paragraph 2 of Article 3 (‘General principles’) states:
‘With a view to ensuring compliance with the principles laid down in paragraph 1, Member States:
(a) shall ensure that the minimum requirements set out in this Directive are observed;
(b) may lay down additional conditions and provisions more stringent than those of this Directive for the regulation of bids’.
2. Directive 2004/109
5. Article 1 (‘Subject matter and scope’) provides:
‘1. This Directive establishes requirements in relation to the disclosure of periodic and ongoing information about issuers whose securities are already admitted to trading on a regulated market situated or operating within a Member State.
…’
6. According to the fourth subparagraph of paragraph 1a of Article 3 (‘Integration of securities markets’):
‘The home Member State may not make a holder of shares, or a natural person or legal entity referred to in Article 10 or 13, subject to requirements more stringent than those laid down in this Directive, except when:
…
(iii) applying laws, regulations or administrative provisions adopted in relation to takeover bids, merger transactions and other transactions affecting the ownership or control of companies, supervised by the authorities appointed by Member States pursuant to Article 4 of Directive [2004/25]’.
7. Article 9 (‘Notification of the acquisition or disposal of major holdings’) determines:
‘1. The home Member State shall ensure that, where a shareholder acquires or disposes of shares of an issuer whose shares are admitted to trading on a regulated market and to which voting rights are attached, such shareholder notifies the issuer of the proportion of voting rights of the issuer held by the shareholder as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%.
…’
8. Article 10 (‘Acquisition or disposal of major proportions of voting rights’) states:
‘The notification requirements defined in paragraphs 1 and 2 of Article 9 shall also apply to a natural person or legal entity to the extent it is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:
(a) voting rights held by a third party with whom that person or entity has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question;
…’
3. Directive 2013/50
9. Recital 12 of Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC …, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC, states:
‘A harmonised regime for notification of major holdings of voting rights, especially regarding the aggregation of holdings of shares with holdings of financial instruments, should improve legal certainty, enhance transparency and reduce the administrative burden for cross-border investors. Member States should therefore not be allowed to adopt more stringent rules than those provided for in Directive [2004/109] regarding the calculation of notification thresholds, aggregation of holdings of voting rights attaching to shares with holdings of voting rights relating to financial instruments, and exemptions from the notification requirements. However, … Member States should continue to be allowed to set stricter obligations than those provided for in Directive [2004/109] with regard to the content (such as disclosure of shareholders’ intentions), the process and the timing for notification, and to be able to require additional information regarding major holdings not provided for by Directive [2004/109]. In particular, Member States should also be able to continue to apply laws, regulations or administrative provisions adopted in relation to takeover bids, merger transactions and other transactions affecting the ownership or control of companies supervised by the authorities appointed by Member States pursuant to Article 4 of Directive [2004/25] on takeover bids that impose disclosure requirements more stringent than those in Directive [2004/109]’.
B. National law
1. Code de commerce (Commercial Code)
10. According to Article L. 233-7:
‘I. Where the shares of a company the registered office of which is in the territory of the Republic are admitted to trading on a regulated market …, any natural or legal person acting alone or in concert or who comes to own, directly or indirectly, a number of shares representing more than one twentieth, one tenth, three twentieths, one fifth, one quarter, three tenths, one third, one half, two thirds, eighteen twentieths, or nineteen twentieths of the capital or voting rights shall notify the company, within a period laid down by decree of the Conseil d’État [(Council of State, France)], from the time the holding threshold is breached, of the total number of shares or voting rights it holds.
…
VII. Where the company’s shares are admitted to trading on a regulated market, the person required make the notification provided for in Section I is required to declare, when thresholds of one tenth, three twentieths, one fifth or one quarter of the capital or voting rights are breached, the objectives which it intends to pursue over the next six months.
That person shall state in his, her or its report:
(a) the sources of funding for the acquisition;
(b) whether he, she or it is acting alone or in concert;
(c) whether he, she or it plans to halt or continue purchases and whether or not he, she or it plans to acquire control of the company;
…’
11. Article L. 233-10 reads:
‘I. Persons who have concluded an agreement with a view to acquiring, disposing of or exercising voting rights, implementing a common policy towards the company or obtaining control of the company, shall be considered to be acting in concert.
…’
12. Article L. 233-10-1 states:
‘In the event of a takeover bid, persons who have concluded an agreement with the bidder to obtain control of the company that is the subject of the bid shall be considered to be acting in concert. Persons who have concluded an agreement with the company that is the subject of the bid in order to frustrate the successful outcome of that bid shall also be considered to be acting in concert’.
2. Règlement général de l’AMF (General Regulation of the AMF; ‘the AMFGR’)
13. Article 223-14 provides:
‘I. The persons required to make the notification referred to in Section I of Article L. 233-7 of the Commercial Code shall file their declaration with the AMF no later than the close of trading on the fourth trading day after the shareholding threshold has been breached.
…’
14. Article 231-46 provides:
‘I. The following persons and entities must report daily to the AMF on the transactions they have carried out resulting in, or likely to result in, a transfer of ownership of the securities or voting rights subject to the offer …:
…
5.° Persons or entities that have, on their own or in concert, increased their holding by at least 1% of the capital of the offeree company … since the beginning of the offer period or, where applicable, the pre-offer period (5) …
II. The reports must specify:
…
5.º the number of securities and voting rights held after the transaction by the person reporting, acting alone or in concert.
…’
15. Article 231-47 states:
‘Without prejudice to Article L. 233-7 et seq. of the Commercial Code, any person or entity, other than the offeror, which, since the beginning of the offer period or, where applicable, the pre-offer period, increases, on its own or in concert, the number of shares which he, she or it holds by 2% or more of the capital of the offeree company … shall be required to report the objectives that it intends to pursue with regard to the ongoing offer to the AMF immediately. …
The report shall stipulate:
1.º whether the person or entity having increased its interest is acting alone or in concert;
2.° the objectives pursued by that person or entity with regard to the offer, especially if he, she or it intends to continue making purchases and, if the offer has been filed, whether he, she or it intends to contribute the securities acquired to the offer.
…’
II. Facts, dispute and questions referred for a preliminary rulings
16. The sequence of events set out in the order for reference comprises the following:
– The AFI ESCA group, which was founded in France more than a century ago, specialises in the insurance sector.
– Heading that group is a holding company, AFI ESCA Holding SARL, owned by the V family, whose three main subsidiaries, established in France and Luxembourg, are AFI ESCA, AFI ESCA IARD SA and AFI ESCA Luxembourg SA.
– During the period to which the alleged failure to fulfil obligations relates (that is to say, from July 2019), S V (‘Mr V’) was the director and principal shareholder (holding a 75% interest) of AFI ESCA Holding. In addition, he was the chairman of one of the French subsidiaries (AFI ESCA), in which the holding company has an interest of over 95%, and managing director of the other (AFI ESCA IARD), in which the holding company in turn has a 100% interest. He was also and remains chairman and managing director of AFI ESCA Luxembourg.
– In addition, Mr V is a direct shareholder, with a 4.63% interest, in the company Dôm Finance, in which the V family is an indirect shareholder (with a 60.77% interest).
– Dôm Finance, a management company approved by the AMF in 2004, manages an undertaking for collective investment in transferable securities (UCITS) by the name of ‘Dôm Performance Active’. Since 1 January 2017, this undertaking has managed the portfolio of shares owned by the AFI ESCA group as part of its overall assets.
– On 29 December 2018, the April company, which specialises in the insurance sector and whose shares were listed on Euronext, issued a press release announcing that its majority shareholder, the company Evolem, was entering into ‘exclusive’ negotiations with a fund managed by the company CVC Capital Partners. The press release stated that the negotiations concerned a proposed disposal by Evolem of its majority holding in April and that that disposal would be followed by a takeover bid.
– On 2 January 2019, the AMF announced that the date of April’s press release (29 December 2018) marked the beginning of the pre-offer period within the meaning of Article 223-34 of the AMFGR.
– On 13 June 2019, April issued a second press release. This announced the transfer by Evolem of its majority holding to a special-purpose company created by CVC Capital Partners by the name of Andromeda Investissements.
– That press release stated that Andromeda Investissements would make a simplified takeover bid and that it intended to request, within three months of the closing of the offer, the implementation of a squeeze-out procedure (6) at the same price as the offer (that is to say, EUR 21.60 per share).
– On the following day, 14 June 2019, the AMF published the draft information notes from Andromeda Investissements and April.
17. The simplified takeover bid for April’s shares took place between 11 and 26 July 2019.
18. At the end of that bid, Andromeda Investissements held 88% of April’s capital and voting rights. It was therefore below the threshold required for a squeeze-out of the minority shareholders (in which event April would be delisted). (7)
19. It was in the context of that pre-offer period and the later offer that Dôm Finance and, subsequently, AFI ESCA Holding and its three main subsidiaries carried out transactions in relation to shares in April.
20. All of the shares in April acquired in this way were subsequently assigned to the company Persée Participations, itself controlled by Mr V. On 23 December 2019, Persée Participations thus held 10.18% of April’s capital.
21. On 30 December 2019, Persée Participations assigned its holding to Andromeda Investissements. As a result of that assignment, Andromeda Investissements held 99,01% of April’s share capital and 98.71% of its voting rights, exceeding on that basis the threshold required to make a public buyout offer.
22. The public buyout offer took place from 29 May to 8 July 2020 at a price of EUR 22 per share. It was followed on 13 July 2020 by a squeeze-out at the same price and, on the same date, the delisting of April’s shares.
23. The AMF opened an investigation into the trading of April’s shares and related securities, at the end of which it sent statements of objections to Mr V, the companies in the AFI ESCA group (the holding company and its three subsidiaries) and Dôm Finance.
24. The AMF accused the addressees of the objections of having organised a concerted action initially involving Dôm Performance Active, represented by Dôm Finance (of which Mr V is the majority shareholder), and, from 3 July 2019, AFI ESCA Holding and its three main subsidiaries (which were also controlled by Mr V), with the aim of building up a position in relation to April’s shares sufficient to enable it to block the proposed squeeze-out sought by CVC Capital Partners.
25. According to the AMF, ‘the various reports of threshold breaches and intentions regarding April’s shares, sent to the AMF by Mr V and Dôm Finance from 17 July 2019, made no reference to that concerted action or to the extent to which the interest in April’s capital is actually controlled by the persons presumably involved in that action’.
26. The AMF infers from the foregoing that Mr V, the aforementioned companies in the AFI ESCA group and Dôm Finance might have failed to comply with the provisions of Article L. 233-7 of the Commercial Code and Article 233-14 of the AMFGR relating to threshold breach obligations, and with the provisions of Articles 231-46 and 231-47 of the AMFGR, relating to the reporting of threshold breaches during the pre-offer period.
27. In particular, the AMF accused the defendants of having committed, by acting in concert (within the meaning of Article L. 233-10 of the Commercial Code), three failures to fulfil reporting obligations at different times and on different grounds, namely:
– failing to fulfil the obligation to report daily, as from 27 June 2019, on transactions carried out in relation to April’s shares by breaching on that date, by acting in concert, the 1% threshold in regard to the level of interest in April’s share capital since the start of the pre-offer period, contrary to Article 231-46 of the AMFGR;
– failing to fulfil the obligation to report with immediate effect on 10 July 2019 their intention regarding the objectives pursued in relation to the bid and the fact of acting in concert in breaching on that date the 2% threshold in regard to the level of interest in April’s share capital since the start of the pre-offer period, contrary to Article 231-47 of the AMFGR;
– failing to fulfil the obligation to report within four days the breach of the 5% threshold which took place on 15 July 2019 and the fact of acting in concert, contrary to Article L. 233-7 of the Commercial Code and Article 223-14 of the AMFGR.
28. On 11 July 2022, the Penalties Commission of the AMF, after finding that there had been a concerted action within the meaning of Article L. 233-10 of the Commercial Code, concluded that there had been failures to fulfil the reporting obligations and imposed financial penalties on the defendants (EUR 200 000 on each of the companies in the AFI ESCA group, EUR 400 000 on Dôm Finance and EUR 600 000 on Mr V). (8)
29. Dôm Finance, in its capacity as financial markets management company, challenged the decision of the AMF’s Penalties Commission before the Conseil d’État (Council of State), which dismissed the appeal by judgment of 29 May 2024. (9)
30. For their part, the companies in the AFI ESCA group and Mr V appealed against the decision of the AMF’s Penalties Commission before the Cour d’appel de Paris (Court of Appeal, Paris), which has referred the following questions to the Court of Justice for a preliminary ruling:
‘(1) Must point (iii) of the fourth subparagraph of Article 3(1a) and Article 10(a) of Directive [2004/109], as amended by Directive [2013/50] …, be interpreted as meaning that the obligation to interpret provisions of national law transposing that article in conformity with Article 10(a) applies to the characterisation of any failure, in concert, to comply with the reporting obligations triggered by breach of a threshold, or only to those falling within the scope of the abovementioned directive, to the exclusion of those falling within the scope of Directive [2004/25]?
(2) If the answer to that question is that the obligation to interpret national law in conformity with EU law applies only to the characterisation of a failure, in concert, to fulfil reporting obligations falling within the scope of Directive [2004/109], is the fact that the alleged failure takes place in the context of a takeover bid, in particular during the offer period, likely to have an impact on the assessment of whether there is concerted action for the purposes of Article 10(a) of that directive?
(3) Must Article 10(a) of Directive [2004/109] be interpreted as meaning that the requirement relating to a lasting policy ‘towards the management of the issuer’ must be interpreted strictly as referring directly to the management or administration thereof, in particular through the appointment of its management, administrative or supervisory bodies, in order to influence, within the issuer, by concerted exercise of the voting rights, its broad financial, social, commercial or economic guidelines, that is to say on the issuer’s strategy, or is it sufficient that the management thereof is indirectly targeted, through the anticipated effect of non-implementation of a squeeze-out, in the context of a takeover bid, consisting in retaining the offeree company on the securities listing?’
III. Procedure before the Court of Justice
31. The request for a preliminary ruling was lodged with the Court of Justice on 19 December 2025.
32. Written observations were submitted by AFI ESCA and Others, the AMF, the French Government and the European Commission.
33. The Court of Justice decided that there was no need to hold a hearing in the present proceedings.
IV. Assessment
A. Preliminary considerations
1. Acting in concert under Directive 2004/25
34. Directive 2004/25 lays down measures coordinating the provisions of the Member States (10) relating to takeover bids for the securities of companies governed by the laws of a Member State, where all or some of those securities are admitted to trading on a regulated market. (11)
35. In particular, Directive 2004/25 governs the calculation of the threshold for a significant holding (by a natural or legal person) above which that person is obliged to make a takeover bid.
36. Article 5(1) of Directive 2004/25 provides that, for the purposes of calculating that threshold, account is taken of the holdings of ‘persons acting in concert’ within the meaning of Article 2(1)(d) thereof.
37. Article 2(1)(d) of Directive 2004/25 defines persons acting in concert as ‘natural or legal persons who cooperate with the offeror or the offeree company on the basis of an agreement … aimed either at acquiring control of the offeree company or at frustrating the successful outcome of a bid’. (12)
38. The concept of ‘acting in concert’ is therefore one of the key tools for determining when the threshold triggering the obligation to make a takeover bid is exceeded.
39. In any event, Article 3(2)(b) of Directive 2004/25 authorises States to lay down additional conditions and provisions more stringent than those of that directive for the regulation of bids.
2. Agreements on the concerted exercise of voting rights under Directive 2004/109
40. Directive 2004/109 harmonises the transparency requirements relating to the disclosure of information on issuers whose securities are admitted to trading on a regulated market situated or operating in a Member State.
41. In accordance with Directive 2004/109, ‘shareholders, or natural persons or legal entities holding voting rights or financial instruments that result in an entitlement to acquire existing shares with voting rights, should also inform issuers of the acquisition of or other changes in major holdings in companies so that the latter are in a position to keep the public informed’. (13)
42. Directive 2004/109, unlike Directive 2004/25, does not explicitly use the expression ‘persons acting in concert’.
43. According to Article 10(a) of Directive 2004/109, the notification duty defined in paragraphs 1 and 2 of Article 9 of that same directive ‘shall also apply to a natural person or legal entity to the extent that it is entitled to acquire, to dispose of, or to exercise voting rights … held by a third party with whom that person or entity has concluded an agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question’ (italics added).
44. Article 10 of Directive 2004/109 therefore attaches importance to a specific type of agreement: one which, through the acquisition or disposal of significant proportions of voting rights, obliges the parties to adopt, through the concerted exercise of voting rights, a lasting common policy towards the management of the issuer.
45. The notification duty as defined above forms part of a rationale of exhaustively harmonising the duty to notify the acquisition or disposal of significant shareholdings and is one which applies generally, irrespective of any takeover bid.
46. However, Member States may, in connection with takeover bids (and mergers and other transactions affecting the ownership and control of undertakings), impose disclosure requirements more stringent than those laid down in Directive 2004/109. (14)
47. The legislative expression of that exception to exhaustivity is to be found in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109, which is a key provision in this dispute.
3. Relationship between Directive 2004/109 and Directive 2004/25
48. The concepts employed by the two directives differ from the point of view of both their scope and the stringency of the requirements for establishing the presence of concerted action (in the context of takeover bids) or an agreement on the exercise of voting rights (in the context of the obligations to provide information on issuers whose securities are admitted to trading on a regulated market). (15)
49. The Court of Justice highlighted those differences in the judgment in Adler:
– ‘the provisions of Directive 2004/25 govern the calculation relating to the threshold for a significant holding in a company, held by a natural or legal person, above which that person is required to make a takeover bid … Those provisions lay down, as regards the aggregation of indirect holdings, requirements more stringent than those governing the calculation relating to the major holding thresholds triggering the requirement to notify the acquisition or disposal of major holdings under Directive 2004/109 …’ (16)
– ‘By contrast, Directive 2004/109 does not employ the concept of “persons acting in concert”, and, for the purposes of the calculation relating to … thresholds triggering the requirement to notify major holdings, takes into account, pursuant to Article 10(a), agreements between the persons concerned which oblige them “to adopt, by concerted exercise of the voting rights they hold, a lasting common policy”. … That provision requires a high degree of commitment over a certain period of time, which cannot be fleeting or intermittent, and which must be uniform and addressed to the management of the company concerned’. (17)
50. However, the two directives apply together inasmuch as, as I have already noted, point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109, by way of derogation, allows the home Member State to apply to shareholders or the natural or legal persons referred to in Article 10 thereof the (national) laws, regulations or administrative provisions adopted in relation to takeover bids.
4. Reflection of the two directives in French law
51. In the Commercial Code:
– Article L. 233-10-1 provides that, in the event of a takeover bid, persons who have concluded an agreement with the bidder to obtain control of the company that is the subject of the bid, or who have concluded an agreement with the company that is the subject of the bid in order to frustrate the successful outcome of that bid are to be considered to be acting in concert (‘personnes agissant de concert’). The content of that provision is therefore largely the same as that of Article 2(1)(d) of Directive 2004/25: it covers the two forms of concerted action set out in the latter provision: (a) agreements intended to secure control of the company forming the subject of the takeover bid; and (b) agreements intended to prevent (frustrate) the successful outcome of the takeover bid.
– As worded since 2010, Article L. 233-10, paragraph I has had a different scope: it provides that persons acting in concert are those who have concluded an agreement to acquire, dispose of or exercise voting rights, to implement a common policy in relation to the company or to obtain control of that company.
52. The referring court states that, although Article L. 233-10,paragraph I differs in its wording from Article 10(a) of Directive 2004/109, it is intended (without stating it in exactly the same terms) to transpose the latter provision. (18)
53. Although there are differences of opinion between the appellants, on the one hand, and AMF and the French Government, on the other, as to the interpretation of the aforementioned two articles of the Commercial Code, it is not for the Court of Justice to adjudicate on that dispute.
54. Suffice it to say, for these purposes, that the Conseil d’État (Council of State) stated in relation to one of the legal persons penalised in this case that, in order to determine whether there has been a concerted action in the context of a takeover bid, it is possible to rely not only on Article L. 233-10-1 of the Commercial Code (which specifically concerns takeover bids), but also on the general definition contained in Article L. 233-10 of that Code.
55. According to the Conseil d’État (Council of State), Article L. 233-10-1 ‘does not preclude application of the general definition of concerted action contained in Article L. 233-10, which has a broader scope’. Consequently, it goes on to say, ‘agreement types other than those specifically provided for in Article L. 233-10-1 may be classified as concerted action in the context of a takeover bid’. (19)
56. However, the Cour d’appel de Paris (Court of Appeal, Paris) has doubts in that regard and has for that reason referred questions for a preliminary ruling.
B. First and second questions referred for a preliminary ruling
57. Those two questions, the wording of which is complex, can be dealt with together. (20) By those questions, the referring court wishes to ascertain, ultimately, the scope of the requirement to interpret in conformity with EU law the national provisions transposing point (iii) of the fourth subparagraph of Article 3(1a) and Article 10(a) of Directive 2004/109.
58. In particular, by its first question, the referring court wishes to ascertain whether the obligation to interpret national law in conformity with EU law applies:
– to the establishment of any failure, ‘in concert, to comply with reporting obligations (21) triggered by breach of a threshold’; or
– only to failures ‘falling within the scope of [Directive 2004/109], to the exclusion of those falling within the scope of Directive [2004/25]’.
59. The second question is raised in the event that the answer to the first confirms that the obligation to interpret national law in conformity with EU law applies only to the establishment of failures, in concert, falling within the scope of Directive 2004/109.
60. The reason the referring court has raised the two questions is that the AMF accused the defendants of having committed, in concert (within the meaning of Article L. 233-10 of the Commercial Code), the three failures to fulfil reporting obligations which I reproduced above. (22) Of these:
– The first two (Articles 231-46 and 231-47 of the AMFGR) relate to the French legislation on transparency obligations in relation to takeover bids.
– The third concerns the exceeding of the 5% threshold, in breach of the general obligations to notify major acquisitions of securities in a listed company (Article L. 233-7 of the Commercial Code and Article 223-14 of the AMFGR).
61. It is for the referring court to determine whether the AMF was right to consider that the third failure to fulfil obligations was not to be adjudicated under the French rules specifically dealing with the transparency of security acquisitions in the context of a takeover bid (adopted in accordance with Directive 2004/25). The AMF appears to take the view, rather, that the conduct complained of was in breach only of the general provisions on transparency in the acquisition of major holdings of securities in listed companies (adopted in implementation of Directive 2004/109).
62. According to the information available to the Court of Justice, the 5% threshold was exceeded during the period of the making of the simplified takeover bid in respect of April’s shares between 11 and 26 July 2019.
63. My joint answer to the first two questions referred for a preliminary ruling is premised on the assumption that it was the two failures to fulfil obligations set out in the penalty decision adopted by the AMF, which are the source of the interpretative doubts harboured by the referring court, that gave rise to the application of the domestic legislation adopted in accordance with Directive 2004/25, governing takeover bids.
64. The introduction to the fourth subparagraph of Article 3(1a) of Directive 2004/109 prohibits Member States, in principle, from making a holder of shares or a natural or legal person referred to in Article 10 or 13 subject to requirements more stringent than those laid down in the directive itself.
65. That prohibition does not apply, however, in three exceptional cases: in particular, point (iii) of that provision authorises the application of ‘laws, regulations or administrative provisions adopted in relation to takeover bids … and other transactions affecting the ownership or control of companies, supervised by the authorities appointed by Member States pursuant to Article 4 of Directive [2004/25]’. (23)
66. That exception is subject to two cumulative conditions: (24)
– the requirements more stringent than those laid down in Directive 2004/109 must be laid down in laws, regulations or administrative provisions relating to takeover bids, merger transactions and other transactions affecting the ownership or control of companies; and
– compliance with those requirements must be supervised by the authorities appointed by Member States pursuant to Article 4 of Directive 2004/25.
67. The Court of Justice held as follows in this regard:
– ‘… under a strict interpretation of the exception laid down in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109, … that exception concerns only more stringent … requirements which are directly linked to laws, regulations or administrative provisions adopted by a Member State in relation to takeover bids, merger transactions and other transactions affecting the ownership or control of companies’. (25)
– ‘By contrast, that exception cannot be considered as covering laws, regulations or administrative provisions relating to the disclosure of information on issuers of securities already admitted to trading on a regulated market …, which apply regardless of the existence of a takeover bid, a merger transaction or other transaction affecting the ownership or control of companies. The fact that the information to which those provisions relate might be of relevance in a situation involving a takeover bid for the securities of the company concerned, a transaction to merge that company with another one, or another transaction affecting the ownership or control of the first company, does not suffice to justify a different interpretation’. (26)
68. In the Valora case, the German legislation met the requirement of supervision by the same competent authority in matters relating to takeover bids, but did not appear to be directly linked to ‘takeover bids, merger transactions and other transactions affecting the ownership or control of companies’. (27)
69. The Court of Justice emphasised in the judgment in Valora that the decisive factor was not ‘… the wording of the national provision at issue but that provision’s scope, which must concern only takeover bids, merger transactions and other transactions affecting the ownership or control of companies’. (28)
70. In the case at issue here, the exception provided for in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109 applies to a situation different from that in the judgment in Valora, since, in France (subject to verification by the referring court):
– the supervisory authority responsible for general transparency requirements (the AMF) is also responsible for monitoring implementation of the legislation relating to takeover bids;
– the provisions adopted by the French Republic in relation to takeover bids fall within the scope of point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109.
71. There is nothing to stop a Member State applying more stringent notification requirements to shareholders to increase transparency in the course of a takeover bid. As I have explained, in accordance with Article 3(2) of Directive 2004/25, Member States ‘… (b) may lay down additional conditions and provisions more stringent than those of this Directive for the regulation of bids’.
72. The French legislature, availing itself of the power available to it under point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109, imposed notification obligations in relation to takeover bids which go beyond those laid down in Directive 2004/109.
73. Those obligations are set out in Articles 231-46 and 231-47 of the AMFGR. Under both of those articles, persons or entities which, acting alone or in concert, carry out certain transactions relating to takeover bids must report them to the AMF. These are, as I have said, additional notification obligations regarding takeover bids which are, in any event, more stringent than those laid down in Directive 2004/109.
74. Thus, the fact that the thresholds above which the notification obligations laid down in Articles 231-46 and 231-47 of the AMFGR are triggered (namely, holdings of 1% and 2%, respectively, of a company’s share capital) are lower than those laid down in Article 9(1) of Directive 2004/109 means that, under those national provisions, the persons concerned are required to notify a greater number of transactions to the AMF.
75. The national legislation must be interpreted in conformity (29) with point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109, meaning that the person interpreting it cannot disregard the provisions relating to takeover bids to which that legislation refers.
76. If a national provision requires greater transparency in the transactions by shareholders having an impact on takeover bid procedures, it will fall within the scope of point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109. Consequently, Article 10 of Directive 2004/109 itself will no longer be relevant to the interpretation of that national provision.
77. In other words, where the more stringent reporting obligations arising from national provisions specifically applicable to takeover bids are imposed, there will be no need to seek an interpretation of those provisions that is in conformity with Article 10 of Directive 2004/109.
78. If a provision of Directive 2004/109 (point (iii) of the fourth subparagraph of Article 3(1a) thereof) allows the national legislation to introduce in relation to takeover bids requirements more stringent than those laid down in that directive, it would not be consistent with that provision to impose an interpretation of the aforementioned national legislation that is in conformity with EU law so as to bring that legislation specifically into line with the ordinary regime (provided for in Article 10 of Directive 2004/109) which the EU legislature has made it possible to discard.
79. Directive 2004/25 establishes a minimum degree of harmonisation (30) and, as I have said, authorises Member States to adopt more stringent rules to protect investors, as the French legislature has done in ensuring the equal treatment of holders of securities and integrity in takeover bid processes. (31)
80. In the context of a takeover bid, transparency as to the ownership of the shares in the offeree company is essential. It follows that obligations to notify acquisitions or disposals of securities in that company must be strengthened with respect to normal periods of trading on the stock market. (32)
81. Article 2(1)(d) of Directive 2004/25 refers to agreements, either express or tacit, (33) either oral or written, aimed either at acquiring control of the offeree company or at frustrating the successful outcome of a takeover bid. However, those agreements may not be the only ones relevant when it comes to the strategies by which the various parties seek, openly or covertly, to influence the takeover bid itself.
82. The same article of Directive 2004/25 (which lays emphasis on the objective pursued rather than on the specific forms of concerted action) promotes investor protection and market transparency, fundamental in the context of a takeover bid. An excessively narrow interpretation of the concept of concerted action might lead to disruptive consequences in a takeover bid process.
83. The requirements of transparency in takeover bid processes apply to squeeze-outs. A concerted action to prevent a squeeze-out of those who have not signed up to the takeover bid (minority shareholders) (34) is a manoeuvre with the potential to have a significant impact on the outcome of the takeover bid and the future of the offeree company. Those involved in such a concerted action must make it public so as to ensure that the holders of shares in that company have all the information they need (35) to make a well-founded decision on their position with respect to the takeover bid.
84. This explains why the ‘concerted action’ referred to in Directive 2004/25 covers measures which go beyond those anticipated within the limits of Article 10(a) of Directive 2004/109.
85. It is important to note that the national provisions governing and applicable to matters arising in connection with a takeover bid fall within the scope of point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109. The referring court, which alone has jurisdiction to interpret its own law, must determine whether the contested provisions of the Commercial Code and the AMFGR constitute more stringent provisions than those laid down in Directive 2004/109 for the regulation of bids.
86. As I have previously said, the answer to the first two questions referred for a preliminary ruling, as formulated above, is premised on the assumption that the failures to fulfil obligations penalised by the AMF to which those two questions relate concern the French legislation implementing Directive 2004/25.
87. However, the AMF also found there to have been a failure to fulfil obligations under the national rules on the transparency of major transactions involving the securities of listed companies (Article L. 233-7 of the Commercial Code and Article 223-14 of the AMFGR). If that finding were to be accepted, those rules would not fall within the scope of the exception provided for in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109, which triggers the application of Directive 2004/25 in matters relating to takeover bids.
88. It follows logically that, if the national court finds the third failure to fulfil obligations to have been committed in the manner described, it will have to interpret Article L. 233-7 of the Commercial Code and Article 223-14 of the AMFGR, as well as Article L. 233-10 of the Commercial Code, in accordance with the provisions of Directive 2004/109. That national legislation would fall to be interpreted in accordance with Article 10(a) of Directive 2004/109 even if a takeover bid procedure were in progress.
89. Paragraph 47 of the judgment in Valora would support that conclusion, since, in that paragraph, the Court subjects the application of the exception provided for in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109 to the condition that the national provision at issue must concern only takeover bids. Article L. 233-10-1 of the Commercial Code, on the other hand, applies whether or not there is a takeover bid procedure is in progress.
90. In any event, the considerations concerning the third failure to fulfil obligations rest on a questionable basis. To my mind, where a takeover bid is in progress (be it at the pre-offer, offer or even squeeze-out stage), the exception provided for in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109 must apply, rendering Directive 2004/25 and the national rules adopted to transpose it applicable too.
91. In short, it is my view that point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109 must be interpreted as meaning that the exception for which it provides may encompass reporting obligations imposed by national rules on persons, whether natural or legal, who, by concerted action, exceed certain thresholds in regard to the acquisition of shares, in the case where such reporting obligations are applicable in the context of a takeover bid. For these purposes, there is no need for the relevant national provisions to be interpreted in accordance with Article 10 of Directive 2004/109.
C. Third question referred for a preliminary ruling
92. My answer to the first and second questions referred for a preliminary ruling would make it unnecessary to address the third question, which is concerned only with the interpretation of Article 10(a) of Directive 2004/109.
93. This would be the case if it were accepted that, in a situation where securities are acquired in order to form a blocking minority in the context of a takeover bid, the obligations to notify the transactions in question (concerning the shares in the company affected by the takeover bid) are governed by Directive 2004/25 and by the national provisions adopted under the exception provided for in point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109.
94. The third question referred for a preliminary ruling would therefore be relevant only if it is accepted that, in the context of a takeover bid, it is possible to apply the general rule contained in Article 10(a) of Directive 2004/109 and the national provisions implementing that directive.
95. By its third question, the referring court wishes to ascertain:
– whether the concept of ‘lasting common policy towards the management of the issuer’, contained in Article 10(a) of Directive 2004/109, must be interpreted ‘strictly as referring directly to the management or administration thereof [(the issuer)], in particular through the appointment of its management, administrative or supervisory bodies, in order to influence, within the issuer, by concerted exercise of the voting rights, its broad financial, social, commercial or economic guidelines; or
– whether it is sufficient that the management thereof is indirectly targeted, through the anticipated effect of non-implementation of a squeeze-out, in the context of a takeover bid, consisting in retaining the offeree company on the securities listing’.
96. In order for the obligation to notify the acquisition or disposal of major holdings under Article 10(a) of Directive 2004/109 to be triggered, four cumulative conditions must be met: (36)
– there must be an ‘agreement’, that is to say a mere meeting of minds, given that the provision does not lay down any further qualifying requirements;
– there must be an ‘obligation to adopt’ a certain position on the basis of an existing shareholding, because of that agreement;
– the agreement and the ‘position’ adopted in it must require a ‘concerted exercise’, that is to say, action in a coordinated way; and
– the concerted exercise must result in a ‘lasting common policy towards the management of the issuer in question’.
97. The referring court’s uncertainty has to do with this latter condition, which is to say that it wishes to ascertain whether a concerted action to block a squeeze-out in the context of a takeover bid entails the adoption of a lasting common policy towards the management of the issuer.
98. Mr V and the other parties penalised argue that they were opposed not to the squeeze-out of the minority shareholders, but only to the price proposed by the offeror, which they considered to be too low. They were thus attempting to put together the number of shares necessary to prevent a squeeze-out at that price, but had no intention of interfering in the management of the issuing company.
99. On that basis, they argue that the concept of a lasting common policy towards the management of the issuer must be interpreted restrictively. They refer to the drafting history (37) of Directive 2004/109 and to the exhaustive nature of the harmonisation for which it provides, and infer from this that Article 10(a) of that directive applies only to concerted actions capable of exerting a significant, lasting and organised influence on the management of the company through the exercise of voting rights.
100. Since Article 10(a) of Directive 2004/109 does not refer to the law of the Member States, the concept of ‘management’ of a company constitutes an autonomous concept of EU law. Such a concept has to be interpreted in a uniform manner, irrespective of its characterisation in the Member States, taking into account the wording of that provision and also its context and the purpose of the rules of which it forms part. (38)
101. As I see it, a ‘common lasting policy towards the management of the issuer’ may be adopted through agreements entailing both direct interference in the management of the company and other forms of indirect interference.
102. I therefore take the view that, of the two interpretative scenarios set out by the referring court, the second one prevails: it is sufficient for the concerted action to be aimed at indirectly targeting the management of the company forming the subject of the takeover bid on a lasting basis, an effect which is achieved if the company is retained on the securities listing by precluding a squeeze-out.
103. Directive 2004/109 does not define the concept of a ‘common lasting policy towards the management of the issuer’. It is not defined by the recitals thereof or the implementing legislation either. (39) The judgment in Adler simply states, as I have already recalled, that Article 10(a) of Directive 2004/109 requires ‘a high degree of commitment over a certain period of time, which cannot be fleeting or intermittent, and which must be uniform and addressed to the management of the company concerned’. (40) That judgment does not support the inference that the management of a company is confined to acts of intervention in its governance.
104. Directive 2004/109 talks of a ‘lasting common policy’. In their observations, the penalised parties state that the only lasting actions are those taken by shareholders in relation to the appointment of its corporate governance, supervisory and management bodies. A concerted action to reject a compulsory share buy-out would therefore be a one-off measure.
105. In my opinion, on the other hand, a concerted action by a group of natural and legal persons to block the squeeze-out of minority shareholders by acquiring shares in the offeree company is an action the effects of which extend over a certain period of time and which is capable of impacting the corporate governance of a listed company.
106. Given its breadth, I can see no reason in the wording of the expression ‘lasting common policy towards the management of the issuer’ why its scope should not include concerted actions the purpose of which is to buy shares with a view to blocking a squeeze-out in the context of a takeover bid.
107. From a teleological point of view, the objectives of Directive 2004/109, to which recitals 1 and 2 thereof refer, (41) are best attained by interpreting the ‘lasting common policy towards the management of the issuer’ as encompassing concerted actions by the holders of securities that have an indirect impact on the lasting management of the issuing company to an extent beyond that of actions involving a direct participation in corporate governance (such as the appointment of directors or voting at general meetings).
108. As I have said, I see no legal reason why the concerted action of a group of shareholders attempting to block a squeeze-out in the context of a takeover bid should not be classified as indirect interference in the management of the company with lasting repercussions. Such a block may prevent the company forming the subject of the takeover bid from becoming an unlisted entity on the securities market, a development which carries significant legal consequences.
109. Listed companies have greater access to capital markets for their financing, their shareholders are subject to greater disclosure and transparency obligations, and their system of governance is more stringent than that of companies not listed on the securities markets. Losing that status or continuing to benefit from it is not a minor change with no impact on the management of the issuer.
110. Consequently, the concerted action of a group of persons, both natural and legal, to block a squeeze-out of minority shareholders in the context of a takeover bid through the acquisition of shares (the effects of which will normally extend over a certain period of time) may be classified as an agreement concluded with a view to adopting a ‘lasting common policy towards the management of the issuer’, for the purposes of Article 10(a) of Directive 2004/109. By the same token, the natural or legal persons engaged in such concerted action must make that action public, in accordance with the corresponding reporting obligation.
V. Conclusion
111. In the light of the foregoing, I propose that the following answer be given to the Cour d’appel de Paris (Court of Appeal, Paris, France):
(1) Point (iii) of the fourth subparagraph of Article 3(1a) of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, as amended by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013,
must be interpreted as meaning that the exception provided for in the aforementioned provision is capable of encompassing reporting obligations imposed by national rules on persons, whether natural or legal, who, by concerted actions, exceed certain thresholds in regard to the acquisition of shares, in the case where such reporting obligations are applicable in the context of a takeover bid. For these purposes, there is no need for the relevant national provisions to be interpreted in accordance with Article 10 of Directive 2004/109.
(2) Article 10(a) of Directive 2004/109
must be interpreted as meaning that the concerted action of a group of persons, both natural and legal, to block a squeeze-out of minority shareholders in the context of a takeover bid may be classified as a lasting common policy towards the management of the issuer.
1 Original language: Spanish.
2 Autorité des marchés financiers (‘the AMF’).
3 Directive of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ 2004 L 390, p. 38), as amended by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 (OJ 2013 L 294, p. 13) (‘Directive 2004/109’).
4 Directive of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ 2004 L 142, p. 12).
5 In accordance with Article 231-2, point 5, of the AMFGR, the pre-offer period is the period of time between the publication by the AMF in accordance with the first paragraph of Article 223-34 of the AMFGR (information on the characteristics of a proposed bid) and the start of the bid period or, if no proposed bid is submitted, the publication by the AMF in accordance with the last paragraph of Article 223-34 of the AMFGR.
6 In accordance with Article 15(1) and (2) of Directive 2004/25, following a bid made to all the holders of the offeree company’s securities for all of their securities, the offeror may, under certain conditions, require all the holders of the remaining securities to sell those securities to him, her or it at a fair price. Such a compulsory sale is usually referred to as a ‘squeeze-out’.
7 Exercise of the right to seek a squeeze-out (within three weeks of the close of a mandatory or voluntary takeover bid) is subject to the condition that the offeror holds a certain percentage of the share capital conferring voting rights, as well as a certain percentage of the offeree company’s voting rights, or, by accepting the takeover bid, acquires securities representing not less than 90% of the offeree company’s share capital carrying voting rights and 90% of the voting rights covered by the bid.
8 Text of the decision available at https://www.amf-france.org/sites/institutionnel/files/private/202207/220711_decision_pub.pdf..
9 Judgment of 29 May 2024 (FR:CECHR:2024:465740.20240529). As regards its content, I refer to points 54 and 55 of this Opinion.
10 For these purposes, ‘provisions’ means the laws, regulations, administrative provisions, codes of practice and other arrangements of the Member States, including arrangements established by organisations officially authorised to regulate the markets.
11 In accordance with Article 4(1) of Directive 2004/25, Member States are to designate the authority or authorities competent to supervise bids for the purposes of the rules which they make or introduce pursuant to that directive.
12 The judgment of 9 September 2021, Adler Real Estate and Others (C‑605/18, ‘the judgment in Adler’, EU:C:2021:712, paragraph 34), uses the same definition.
13 Recital 2 of Directive 2004/109, the content of which is set out in Article 9 of that same directive.
14 I refer to that part of recital 12 of Directive 2013/50 which I reproduced in point 9 of the present Opinion.
15 Pietrancosta, A., ‘Action de concert et déclarations de franchissements de seuils: la CJUE impose en principe l’exigence d’un accord concertant et verrouille les extensions nationales’, Le Quotidien, Lexbase, April 2026, p. 1. French legal literature uses the term ‘concert de contrôle’ to refer to concerted actions relating to takeover bids and ‘concert de gestion’ to refer to concerted actions by shareholders exceeding certain thresholds. See Bertrand, Q., ‘La cacophonie des concerts de gestion et de contrôle’, Bulletin Joly Bourse, No BJB202m2, January 2026; Martin Laprade, F., ‘Action de concert’, Jurisclasseur de droit bancaire et financier, fasc. 2135, 2025; Schmidt, D., and Rontchevsky, N., ‘Action de concert’, Répertoire sociétés, Dalloz, July 2024.
16 The judgment in Adler, paragraph 34.
17 The judgment in Adler, paragraph 35.
18 Order for reference, paragraphs 141 and 142.
19 Judgment of 29 May 2024 (FR:CECHR:2024:465740.20240529), paragraph 10.
20 As the AMF and the French Government do in their written observations.
21 In this context, ‘reporting obligations’ are to be taken to refer to the obligations to disclose (notify) information relating to the acquisition or disposal of major holdings in the capital of an issuer whose shares are admitted to trading on a regulated market.
22 Point 27 of the present Opinion.
23 This provision is analysed in the judgments of 12 February 2026, Valora Effekten Handel (C‑864/24, ‘the judgment in Valora’, EU:C:2026:94, paragraphs 36 and 37), and in Adler, paragraphs 30 and 32.
24 The judgments in Adler, paragraphs 33, 37 and 45; and in Valora, paragraph 38.
25 The judgment in Valora, paragraph 41. Emphasis added.
26 The judgment in Valora, paragraph 42.
27 The judgment in Valora, paragraph 45. The German legislation applied ‘in any circumstances capable of giving rise to an obligation to notify under Article 9’ of Directive 2004/109.
28 The judgment in Valora, paragraph 47.
29 It is settled case-law that the courts of the Member States are bound, when applying domestic law, and, in particular, the provisions of legislation specifically adopted to give effect to the requirements of a directive, to interpret that law to the fullest extent possible in the light of the wording and purpose of the directive concerned in order to achieve the result sought by the directive and, consequently, to comply with the third paragraph of Article 288 TFEU (judgments of 5 October 2004, Pfeiffer and Others, C‑397/01 to C‑403/01, EU:C:2004:584, paragraph 113, and of 12 December 2024, Getin Holding and Others, C‑118/23, EU:C:2024:1013, paragraph 75).
30 Article 3(2)(b) of Directive 2004/25.
31 According to Article 3(1)(b) of Directive 2004/25, Member States are to ensure that the following principles are observed: ‘(b) the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the bid; where it advises the holders of securities, the board of the offeree company must give its views on the effects of implementation of the bid on employment, conditions of employment and the locations of the company’s places of business’.
32 See Nadjar, H., Les principes du droit des offres publiques d’acquisition, LGDJ, Paris, 2025, p. 67.
33 Classification as a ‘concerted action’ does not necessarily imply the existence of a written or explicit agreement: a tacit agreement is sufficient. In this way, the provision is capable of encompassing coordinated actions by the parties that are not set out in writing.
34 In this instance, the concerted action was aimed at thwarting the takeover bid launched by Andromeda Investissements, an entity created by CVC Capital Partners, for the company April. In particular, it sought to secure a sufficient number of shares to prevent the squeeze-out which Andromeda Investissements had announced it would launch within three months of the close of the takeover bid, by offering the remaining minority shareholders the same price as the bid (EUR 21.60 per share). The instigators of the concerted action considered that price to be too low and sought to paralyse the squeeze-out with a view to obtaining a higher price and then selling their shares.
35 As I have already said, Article 3(1)(b) of Directive 2004/25 states that the holders of the securities of an offeree company must have sufficient time and sufficient information to enable them to reach a properly informed decision on the bid.
36 I am, in essence, reproducing here the Opinion of Advocate General Bobek in Adler Real Estate and Others (C‑605/18, EU:C:2021:220, point 57).
37 The proposal for a Council Directive (OJ 1985 C351, p. 35), which would later become Council Directive 88/627/EEC of 12 December 1988 on the information to be published when a major holding in a listed company is acquired or disposed of (OJ 1988 L 348, p. 62), spoke of a common policy in respect of a company. However, the final text of that directive included the amendment contained in Directive 2004/109.
38 Judgment of 13 November 2025, Oti (C‑525/23, EU:C:2025:877, paragraph 48).
39 Commission Delegated Regulation (EU) 2015/761 of 17 December 2014 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to certain regulatory technical standards on major holdings (OJ 2015 L 120, p. 2).
40 The judgment in Adler, paragraph 35.
41 As recital 1 of Directive 2004/109 states, the disclosure of accurate, comprehensive and timely information about issuers of securities builds sustained investor confidence and allows an informed assessment of their business performance and assets, thereby enhancing both investor protection and market efficiency. Issuers of securities should ensure appropriate transparency for investors through a regular flow of information and, for the same reason, shareholders, or natural persons or legal entities, holding voting rights or financial instruments that result in an entitlement to acquire existing shares with voting rights, should also inform issuers of the acquisition of or other changes in major holdings in companies so that the latter are in a position to keep the public informed.