French Insurance Code
In forceI.-The Autorité de contrôle prudentiel et de résolution shall acknowledge receipt in writing, within two business days of its receipt, of the notification of an acquisition or extension of shareholding referred to in I of Article R. 322-11-1.
The Autorité de contrôle prudentiel et de résolution has sixty working days from the date of acknowledgement of receipt of the notification to assess the transaction. The AMF shall inform the proposed acquirer of the expiry date of the assessment period when issuing the acknowledgement of receipt.
The AMF may set a maximum time limit for completion of the proposed acquisition or extension of shareholdings and, if appropriate, extend it.
Where the AMF receives several notifications of transactions involving the same undertaking, it shall examine them jointly under conditions that ensure equal treatment of all applicants.
II - The Autorité de contrôle prudentiel et de résolution may request additional information from the proposed acquirer in writing during the assessment period and no later than the fiftieth business day of the assessment period. It shall acknowledge receipt of this additional information in writing from the proposed acquirer.
The assessment period is suspended for a period not exceeding twenty working days between the date of the request and receipt of the response from the proposed acquirer. This period may be extended to thirty working days if one of the following two conditions is met:
1° The proposed acquirer is established outside the European Union or is subject to regulations other than European regulations;
2° The proposed acquirer is a natural or legal person in the European Union that is not subject to European regulations governing insurance undertakings, reinsurance undertakings, credit institutions, portfolio management companies or investment firms.
The AMF may request additional information or clarification. However, such requests may not result in a further extension of the assessment period.
III - When carrying out the assessment provided for in I, the AMF shall assess the suitability of the proposed acquirer and the financial soundness of the proposed transaction, applying all of the following criteria, in order to ensure that the target of the proposed transaction is managed in a sound and prudent manner and taking into account the likely influence of the proposed acquirer on the target:
1° The reputation of the proposed acquirer ;
2° The reputation and experience of any person who, as a result of the proposed transaction, will manage the business within the meaning of article L. 321-10 ;
3° The financial soundness of the proposed acquirer, taking into account in particular the type of activities carried out and envisaged within the business targeted by the proposed transaction;
4° The ability of the undertaking to meet and continue to meet the prudential obligations of this Code and the Monetary and Financial Code that apply to it, and in particular whether the group to which it will belong has a structure that enables it to exercise effective control, to exchange information effectively between supervisory authorities and to determine the division of responsibilities between supervisory authorities;
5° The existence of reasonable grounds for suspecting that a money laundering or terrorist financing operation or attempt is underway or has taken place in connection with the planned operation or that the operation could increase the risk thereof.
IV - Prior to any decision, the Autorité de contrôle prudentiel et de résolution shall immediately consult the competent authorities referred to in Articles L. 321-1, L. 321-1-1 and L. 321-1-2, to which the proposed acquirer is subject, in order to obtain any information that is essential or relevant to the assessment provided for in I, where one of the following conditions is met:
1° The proposed acquirer is an insurance or reinsurance undertaking, a credit institution, a portfolio management company or an investment firm authorised in a Member State of the European Union or authorised in a financial sector other than that in which the acquisition is proposed;
2° The proposed acquirer is the parent undertaking of an entity referred to in 1°;
3° The proposed acquirer is a natural or legal person controlling an entity referred to in 1°.
The decision taken by the Autorité de contrôle prudentiel et de résolution on this transaction shall mention any opinions or reservations expressed by the competent authorities consulted.
V.-The Autorité de contrôle prudentiel et de résolution may oppose the proposed acquisition or extension of a holding only if there are reasonable grounds for doing so on the basis of the criteria set out in III, or if the information provided by the proposed acquirer, pursuant to the fifth paragraph of I of Article R. 322-11-1, is incomplete.
If the AMF decides not to authorise the proposed transaction, it shall inform the proposed acquirer in writing, no later than two working days before the end of the assessment period, stating the reasons for its decision. At the request of the proposed acquirer, the AMF must make the reasons for its decision public.
