The ‘Autorité des Marchés Financiers’ (French Financial Markets Authority) published a guidebook on the information to be provided in listed securities’ registration documents.
The guidebook prepared by the AMF sets out the regulator’s policies on information to be provided by listed companies in their registration documents. New recommendations have been given and three sections of the guide have updated. Registration documents should therefore provide the following information: (i) a presentation of risk factors, (ii) a description of major businesses and markets and (iii) a description of the structure of capital ownership. The goal of this update is both to help listed companies understand the AMF’s expectations on the new regulations, and to facilitate compliance with the new rules. Information presented under certain headings has been clarified and a FAQ dealing with practical issues is also provided in order to respond to the most frequent queries raised by companies regarding the preparation of registration documents.
There is no doubt that such a guidebook may help listed companies comply with the rules handed down by the AMF, but issuing such documents raises questions concerning their legal value. Will companies have to comply with these recommendations even though they are not legally binding? The AMF guidebook is indeed a recollection of the regulator’s policies, which are normally not legally binding or sanctioned. However, when a regulator publishes his ideological position, there is a strong implication that if companies follow such positions, they will not be legally punished. Therefore, the point is to know whether non-compliance with these recommendations will be punished. If this be the case, it means that the AMF is using soft law in order to surpass its statutory powers. Because both judges and corporations are subject to this sort of soft law, and take it increasingly into account, can one really question the legal value of these guidebooks, as well as their legitimacy?