Initial Public Offering and Equity Capital Market Trends in France

Beyond weak market conditions, the decline of IPOs on the regulated market of Euronext Paris has highlighted structural issues in France, where IPOs were historically constrained by rigid execution rules and prolonged timetables. To put things into perspective, data shows that France recorded only six and four IPOs in 2023 and 2024, against 31 and 36 delistings, respectively.

Those structural obstacles have finally been addressed through a targeted regulatory package, while new deal structures – from institutional-only to private IPOs and expedited reserved offerings – began to redefine how companies raise equity. Taken together, the legal reforms and evolving market practice are designed to remove friction points and position Paris to compete more directly with other leading financial centres.

The removal of structural barriers

In 2024, France and the EU moved in sync to dismantle long-standing rigidities identified in the market backdrop and structural drivers. Reforms that stand out include:

• the removal by the French Autorité des marchés financiers (AMF) of a mandatory retail tranche;
• the EU’s Listing Act; and
• France’s Attractiveness Law.

Their purpose is straightforward: to shorten timetables and provide greater flexibility, in line with international practice.

Making the retail tranche optional: the AMF reform

On 19 March 2024, the AMF abolished France’s requirement for a mandatory retail tranche in IPOs. This marked the end of a regime that had long been criticised as both cumbersome and out of step with other European practices. For more than two decades, every French IPO had to include an open-price retail offer, even where the issuer had little brand visibility with households. Market participants repeatedly argued that this obligation increased execution risk because of the minimum six-business day period that was required between the publication of the prospectus and the closing of the offer.

• New framework – retail participation is now optional. Issuers may choose to run institutional-only IPOs or to include a retail tranche on a voluntary basis. Retail investors, in any case, continue to have access to the shares being offered through the secondary market. This flexibility brings France into line with its European peers, and is intended to make Paris more attractive for both domestic and cross-border issuers.
• Safeguards – a “retail tranche” nevertheless remains available as an option, and issuers may still offer shares to both institutional and individual investors. In such circumstances, the lead bank(s) will need to avoid a clear imbalance (déséquilibre manifeste) between their respective allotments of shares, but the structural burden of mandatory retail is gone.

Pricing flexibility, caps and multiple voting rights: the Attractiveness Law

On 13 June 2024, France adopted the Attractiveness Law (Loi attractivité), a sweeping overhaul of corporate finance tools for listed companies. Together, the Attractiveness Law gives boards and issuers more tools to structure transactions efficiently and respond to investor demand, while remaining within a clear regulatory perimeter. The key provisions of the Attractiveness Law include the following.

• Reserved issuances – the shareholders may delegate to the board the power to designate the beneficiaries of reserved capital increases up to 30% of the issuer’s share capital per year. This is a structural change. Previously, only the annual general meeting could name the beneficiaries or designate a broad category thereof, slowing execution and adding uncertainty.
• Pricing – upon a delegation of the shareholders’ general meeting, boards may freely set the issue price for public offerings without preferential rights (avec suppression du droit préférentiel de souscription). This reform removes the former technical constraints of:
1. the minimum three-trading day volume-weighted average price rule and optional 10% maximum discount; and
2. the 10% volume cap of its share capital per year when departing from such minimum price.
• Higher caps – annual limits have been raised from 20% to 30% of an issuer’s share capital for private placements, and from 10% to 20% for in-kind contributions.
• Multiple-vote shares – for the first time, French law authorises multiple-vote preferred shares in IPOs on regulated markets and multilateral trading facilities (MTFs), but only for newcomers. Safeguards include:
1. ten-year sunset clauses (with a possible single extension of five years);
2. restrictions on certain governance matters under which multiple voting rights would not apply (eg, the appointment of statutory auditors and the approval of annual financial statements and related-party agreements); and
3. with respect to IPOs on MTFs, a statutory cap of 25 votes per share.

Streamlining prospectuses and market abuse rules: the EU Listing Act

Adopted on 23 October 2024 and in force since 4 December 2024, the Listing Act represents a key step in implementing the European Commission’s Capital Markets Union strategy. Its objective is to ensure that European companies – especially small and medium-sized enterprises (SMEs) – have unhindered access to appropriate sources of financing, including equity markets.

The reform seeks in particular to lighten the requirements applicable both at admission and once listed, and to revitalise the market for investment research to improve coverage of small and mid-cap companies. The key measures of the Listing Act include the following.

• Prospectus simplification and standardisation – the minimum period between publication of the prospectus and closing of the offer is reduced from six to three business days, and a new “frequent issuer” track allows companies with a Universal Registration Document to benefit from a one-year fast-track approval. In addition, the prospectus format is standardised and limited to a maximum of 300 pages. These measures shorten execution calendars and bring EU timetables closer to international standards. They also facilitate the readability of the prospectus.
• New prospectus exemptions – the existing exemption for admissions to trading is increased to 30% and extended to offers, allowing any type of offer to be carried out without a prospectus, provided that the securities admitted do not represent more than 30% of the issuer’s securities over a 12-month period. A new exemption is also created for the offering and admission of securities that are fungible with securities admitted to trading for at least 18 consecutive months. The benefit of the two new exemptions is subject to the filing with the AMF and the publication of an information document, the content of which is determined by the Listing Act.
• Research and liquidity – the Listing Act abolishes the EU research unbundling requirement, with the aim of encouraging analyst coverage of small and mid-cap issuers. By restoring incentives for banks to produce research, the reform seeks to improve post-IPO liquidity and long-term investor engagement.
• Free float and governance – the Listing Act also gives member states flexibility to lower free-float requirements from 25% to 10%, and recognises multiple-voting rights on MTFs, subject to certain safeguards. These measures increase options for founders and controlling shareholders, aligning the European framework with US and UK governance trends.
• Market Abuse Regulation (MAR) framework – the Listing Act specifies that the obligation to disclose inside information does not apply to inside information relating to an intermediate step in a multi-stage (or “protracted”) process, so that only the final event must be disclosed. Conditions for delaying the disclosure of inside information are also streamlined, and insider-list obligations are eased. Market-soundings rules are also made optional.

IPO Forum’s recommendations: the AMF response

In the aftermath of these reforms and with the blessing of the AMF, a working group of the IPO Forum (Paris Europlace) led a market-wide consultation to improve IPO processes in France and remove legal gold-plating, where appropriate. The working group recommendations were published in July 2025 and have largely been embraced by the AMF, as shown in its response published in October 2025, including the following in particular.

• Documentation – issuers may use either a single-document prospectus or a tripartite prospectus. The French market continues to prefer the tripartite format because the registration document can be approved and published before launch, which stabilises company information earlier in the timetable. The AMF accepts any EU-permitted format and takes note of the market’s preference without making it mandatory.
• On market communication and sequencing – when the documentation is tripartite, the registration document plays the role that an ITF announcement would in a single-document prospectus. Publication of the registration document (or, in a single-document workflow, an ITF) should precede the distribution of a syndicate’s analyst research and the Pre-Deal Investor Education (PDIE) period. Where related instruments are already listed, disclosure must comply with MAR, so that any inside information must be made public before research dissemination breaks confidentiality. In single-document workflows, analysts can be briefed pre-approval under confidentiality, with equal information restored before the launch of the offer or beginning of trading, as the case may be.
• Execution and pricing – when there is a public offer, the approved prospectus must be made available before launch. In an institutional-only IPO, it can be made thereafter as well. The AMF also withdraws its legacy guidance suggesting a ±15% range around a pivot. Under the Prospectus Regulation, the prospectus should indicate a maximum price or, at the issuer’s discretion, an indicative range. Disclosed references must be coherent with the prospectus and market practice. Significant changes in a public offer context trigger a revocation period. Bookbuilding remains the accepted method for setting the price, and issuers may, on a voluntary basis, include standard valuation references.

• Language – issuers may prepare the prospectus in French or in English, with a French summary. The AMF clarifies that choosing English does not preclude a retail offering or a meaningful retail marketing campaign. It is for the issuer, advised by its banks and counsel, to ensure coherence between language, target investors and the desired shareholder profile.
• Analyst access and education – the AMF confirms that pre-launch access is permitted under confidentiality and information-barrier procedures. A first, syndicate-only session may occur during the AMF’s review if drafts are sufficiently advanced, and a broader session can follow after approval of the registration document. Any material changes must be relayed, and equal information must be restored before trading. The AMF leaves the duration of PDIE to the issuer, replacing the former fixed interval with a case-by-case approach so that each issuer can adapt the length of its PDIE based on the recommendations of its advisers.

The French equity capital markets have entered a new phase. Regulatory reforms have swept away long-standing rigidities, giving issuers shorter timetables and greater pricing flexibility. Practice on the ground has also started to evolve.

Latest market trends

Issuers and banks have adopted new transaction formats and execution tools designed not only to mitigate market risk and broaden the menu of options, but also to respond to structural shifts in capital formation. What emerges is a diversified toolkit with accelerated IPOs targeted solely at institutions, “private IPOs” for late-stage companies and transatlantic dual listings. In parallel, market participants are beginning to introduce mechanisms long familiar in other European markets, such as cornerstone investors, to provide early demand and greater certainty of execution.

Institutional-only IPOs: first transactions without retail

One of the most immediate effects of the AMF’s March 2024 reform has been the emergence of institutional-only IPOs. Planisware, relaunched in April 2024 after a first attempt in 2023, was the first transaction executed without a retail tranche, immediately after the AMF reform; Exosens followed in June 2024 with a similar structure. These two deals demonstrated that issuers could take advantage of the new flexibility in practice, dispensing with the delays and pricing constraints that had previously applied. They also signalled to the market that the French IPO process had entered a new phase, where the choice of including retail is driven by issuer strategy rather than regulatory obligation.

By converting the retail tranche from a mandatory obligation into an option, the reform has clearly accelerated execution. However, it also raises a more fundamental question as to whether retail participation is necessary to ensure sufficient market depth and liquidity over time.

Under the previous regime, retail accounted for around 7–14% of IPO allocations, and for between 20% and 40% of trading volume in the months following listing. For example, OVH Groupe and HDF, which went public in 2021, recorded retail shares of 25% and 42% of trading, respectively. By contrast, following the Planisware and Exosens institutional-only IPOs under the new framework, retail trading has remained marginal, at 2% and 5% a few months thereafter. This sharp contrast illustrates how the removal of the mandatory retail tranche has fundamentally changed market dynamics, while potential advantages are typically associated with retail investors, such as additional liquidity, a more diversified and stable shareholder register, and longer-term alignment with management’s strategy.

Cornerstone investors as confidence builders in IPOs

Cornerstone investors are increasingly seen as a confidence catalyst in IPOs. Their early, public commitment to taking a significant allocation secures demand before bookbuilding opens and reduces execution risk by providing external validation of valuation. In some cases, such investors accept lock-ups or declare their intention to hold long term, which helps stabilise the aftermarket and reassures other participants, like Bpifrance as part of the Exosens IPO (June 2024).

A distinction is drawn between “cornerstone” and “anchor” roles. The former commit weeks in advance with publicity, while the latter enter at the start of bookbuilding to generate momentum through their early order and reputation. According to the 2025 report of the IPO Forum working group (Paris Europlace), several institutional investors active in the French market have indicated that they regularly play these roles. They also called for measures that would reinforce confidence in IPOs, such as keeping auditor attestations and promoting independent research, with a closer alignment of interests in deal structuring.

In a market where retail participation is now optional and IPO timetables are compressed, securing cornerstone commitments can play an even more important role. Securing a sizeable anchor early in the process can stabilise the marketing and improve price discovery while containing volatility. If those orders are visible and backed by clear disclosure and independent research, they also strengthen the perception quality and attract broader participation.

Private IPOs: liquidity outside the public market

Another emerging tool is the so-called “private IPO”, a placement of shares with institutional investors without creating a public float. These transactions allow LBO-backed or late-stage growth companies to recycle shareholder bases and provide liquidity without entering public markets. In practice, private IPOs serve as a functional substitute for the traditional IPO exit route that sponsors may view as being too complex or uncertain. A notable example is Ceva Santé Animale, which has relied on successive private rounds to reshape its shareholder base.

Comparative practice underscores the trend. In the US, late-stage crossover rounds and platforms such as Nasdaq Private Market and Forge have created scale, facilitating secondary transactions. In the UK, the FCA’s framework for the private intermittent securities and capital exchange system (PISCES), launched in June 2025, now enables intermittent trading of private company shares under a controlled regime, with disclosure standards tailored to sophisticated investors. In its March 2025 Savings and Investments Union strategy statement, the European Commission explicitly highlighted the need to “boost secondary markets for private capital”, and contemplated intermittent trading platforms as a possible model.

Dual listings: Paris and the transatlantic option

French groups have also been exploring dual listings in the US, in the wake of CRH, Flutter Entertainment and Ferguson, which moved their primary listings to the US, as well as Nyxoah, which opted for parallel Brussels/Nasdaq trading. In particular, TotalEnergies confirmed in September 2025 that it will implement a US listing in place of its ADR programme, explicitly to increase liquidity. A true, dual listing in the US has been made possible by the PACTE Law of 2019, which allows a financial intermediary to be registered on behalf of a non-resident holder of shares admitted to trading on a market deemed “equivalent” to a regulated market, such as the NYSE or the Nasdaq.

Motivations put forward by French and European issuers include:

• access to deeper US pools of capital;
• the possibility of capturing passive investment flows through index-tracking funds;
• greater analyst coverage in certain sectors; and
• enhanced brand visibility.

However, challenges remain. Index inclusion is often out of reach in the US: flagship benchmarks such as the S&P 500 notably require domestic incorporation, a minimum market capitalisation of USD22.7 billion and minimum float-adjusted liquidity ratio, meaning that most European issuers remain excluded, even when primary listed in New York.

Conclusion

Taken together, the recent regulatory and practice trends in France show a market in movement. Issuers and investors are experimenting with new formats, testing the flexibility of the reformed framework and diversifying the ways in which capital can be raised, from public IPOs to private rounds, and transatlantic dual listings to strategic reserved issuances.

The challenge is now less about regulation and more about seizing the opportunities in an environment where sponsors are also taking advantage of abundant dry powder to implement take-private transactions.