AMF Finalises Transparency Directive Transposition: Disclosure Rules Now in Force
France has completed the transposition of the revised EU Transparency Directive into domestic law. The second and final tranche of amendments to the AMF's general regulation was approved by ministerial order on 3 December 2015 and published in the Official Journal the following day. For accounting firms, auditors, and compliance officers advising French-listed or EU-cross-listed issuers, the rules are now fully in force and require immediate attention to disclosure processes and language policies.
What Changed in the AMF General Regulation
Threshold-Crossing Disclosure Tightened
The most operationally significant update concerns transparency around shareholding threshold crossings. The amended regulation strengthens existing requirements to bring French rules into line with positions published by ESMA. Issuers and major shareholders need to review their internal monitoring systems to confirm they capture all triggering events as now defined, since the standard has moved closer to the ESMA baseline rather than a purely domestic interpretation.
Pro Forma Financial Information Removed
The revised rules drop the requirement to publish pro forma financial information as part of regulated disclosures. Firms that built reporting workflows around pro forma figures will need to revise those processes. The removal simplifies the disclosure package but also eliminates a data point that some analysts used to assess structural changes such as acquisitions or disposals.
Language Flexibility for Regulated Information
Regulated information, meaning the periodic and event-driven disclosures that issuers must file with the regulator and publish to the market, can now be produced with greater flexibility on the choice of language. The amended text introduces some latitude for issuers, which is relevant for cross-border groups with investor bases across multiple EU member states. Compliance teams should document the language policy adopted and ensure it is consistent with any parallel requirements under home-member-state rules.
Background: A Two-Stage Process
The AMF had already approved a first set of transposition measures earlier in 2015. The December 2015 ministerial order completed the exercise. The two amendments together bring the AMF general regulation fully into conformity with the revised Transparency Directive at the level of rules that were ready for implementation at that stage.
A public consultation ran from 2 to 30 October 2015. The AMF published a summary of responses alongside the final text, giving practitioners visibility into how market feedback shaped the final wording. Firms that submitted comments should review that summary to understand which positions the AMF accepted and which it declined.
Doctrine Updates and Pending European Measures
AMF Doctrine to Follow
The AMF indicated it would update relevant doctrine texts in the weeks following publication to incorporate both the directive's requirements and the ESMA questions-and-answers on transparency. Firms relying on AMF guidance notes, positions, or recommendations should monitor the AMF's website for those updates, as doctrine changes can affect practical compliance even when the underlying regulation is already in force. The ESMA's MiCA white paper exemption clarifications illustrate how Q&A outputs from ESMA can alter the practical scope of obligations well after primary rules are finalised.
Electronic Reporting Format: Still Ahead
One measure was explicitly left out of the December 2015 package: a single standardised format for the publication of annual financial reports, which was targeted for implementation around 2020. At the time of this publication, ESMA had launched its own public consultation on electronic reporting, open until 24 December 2015. The phased timeline reflects the technical complexity of harmonising structured financial data across EU member states.
For firms advising issuers with a longer planning horizon, the coming electronic reporting standard was a material item to track, as it affects how annual reports are prepared, tagged, and filed. That development sat alongside the immediate changes to threshold-crossing rules and language policy.
Practical Implications for Firms Advising Listed Issuers
The AMF's enforcement record on market disclosure obligations makes clear that the regulator treats compliance with regulated-information rules seriously. Firms should treat the December 2015 effective date as the baseline for any retrospective review of disclosure practices for French-listed clients.
Three areas warrant immediate attention. First, shareholding monitoring: the tighter threshold-crossing rules mean that existing systems calibrated to pre-transposition thresholds may under-report. Second, language policy: if a group previously relied on a purely French-language disclosure approach or, conversely, disclosed only in English, the new flexibility needs to be formalised in a written policy rather than applied ad hoc. Third, pro forma removal: internal reporting templates and investor-relations documentation should be updated to reflect that pro forma financials are no longer part of the regulated disclosure package.
Frequently Asked Questions
When did the final AMF general regulation amendments take effect?
The ministerial order approving the second tranche of amendments was signed on 3 December 2015 and the text was published in the Official Journal on 4 December 2015, making the rules effective from that date.
Which ESMA positions influenced the threshold-crossing disclosure changes?
The AMF's amendments align French threshold-crossing transparency rules with positions published by ESMA on the revised Transparency Directive. Firms should consult the ESMA Q&A documents on the directive directly for the specific technical positions adopted.
Does the language flexibility apply to all regulated information?
The amended regulation introduces flexibility for regulated information generally, covering both periodic disclosures and information likely to have a material effect on share prices. The precise scope and conditions are set out in the amended AMF general regulation text.
What happened to the pro forma financial information requirement?
It was removed as part of this transposition. Issuers are no longer required to include pro forma financials in their regulated disclosure packages under the amended AMF rules.
When will the standardised electronic reporting format for annual reports apply?
At the time of the December 2015 publication, implementation of a single electronic format for annual financial reports was not imminent. The AMF indicated this measure was still under discussion at the European level, with a target horizon around 2020. Firms should monitor ESMA and AMF publications for subsequent developments on this point.