Before the Sanctions Commission of the Autorité des Marchés Financiers (AMF), cases where penalties of more than 1 million euros are required are not so frequent. Especially when it comes to investors who have not correctly made their threshold crossing declarations to the stock market policeman.
Friday, appeared before the judge of the AMF, the businessman Christian Burrus, 105th French fortune, according to the magazine “Challenges”. The latter, leader of the Burrus family group specializing in insurance and finance, is accused of not having declared that he was acting in concert with companies he holds directly or indirectly to block the public offer of withdrawal (OPR) of the giant private equity firm CVC on insurance brokerage firm April.
In 2019, Dôm Finance and the companies of the Afi Esca group acquired April shares after the announcement at the end of 2018 by CVC of the takeover bid on the insurance broker. In July 2019, the combined shares of the companies of Christian Burrus and Dôm Finance were around 9% and CVC had not been able to implement April’s delisting, as it had not reached the 90% threshold. of capital held.
Lack of independence
The AMF college requested a total of 1.8 million euros in penalties, ie 600,000 euros against Christian Burrus, 800,000 euros against Afi Esca, and 400,000 euros against Dôm Finance. The latter is also accused of a “lack of independence”. The college of the AMF (the equivalent of the prosecutor) considered that Christian Burrus had repeatedly interfered in the management of a Dôm Finance fund.
Action in concert had its heyday before the courts and the stock market police at the end of the 2000s. The Sacyr/Eiffage and Gecina cases at the time put this notion back at the center of stock market law, as a means of counter creeping takeover attempts. It results from “an agreement to acquire, transfer or exercise voting rights, to implement a common policy vis-à-vis the company or to obtain control of this company”.
With this case, the AMF Sanctions Committee will have to say whether the simple fact of buying securities together without the intention of intervening in the future management of the company can constitute an action in concert. Defense lawyer Frank Martin Laprade, partner at Jeantet, is convinced that this interpretation is impossible.
If the action in concert is characterized, then the Burrus group should have made declarations of threshold crossing; what he did not do. The group then brought its shares to CVC, at a higher price, realizing a capital gain of more than 1 million euros.
The Sanctions Committee will make its decision within a few weeks.
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