Paris

On 30 April 2026, the European Commission released its much awaited draft merger guidelines (“Draft Guidelines”). The Draft Guidelines are intended to replace two current and dated guidance documents: the Commission’s Horizontal Merger Guidelines (published in 2004) and its Non-Horizontal Merger Guidelines (published in 2008). The Draft Guidelines propose to bring the approach to European merger control into line with a changed geo-political, security and trade context, as well as reflecting other policy drivers that have become much more prominent since 2004 and 2008, such as innovation, resilience and sustainability. The release of the Draft Guidelines follows significant political pressure within the Commission to modernise the approach to merger control and help European businesses succeed on the world stage. The release of the Draft Guidelines – an area traditionally reserved to the Competition Commissioner and specialists within the Directorate General for Competition – has  been a key priority for Commission President Ursula von der Leyen, who noted when the Draft Guidelines were released that they are intended to better support companies to thrive, scale and innovate, and to “meet the realities of the fiercely competitive global economy and boost our competitiveness, while preserving the predictability and certainty that investors value most in Europe.”

The société par actions simplifiée (SAS) has become the dominant corporate vehicle for private equity investments, foreign investors and holding structures in France. However, unlike its more heavily regulated counterpart the société anonyme (SA), it provides minority shareholders with almost no statutory protections by default. This article sets out what the statutory framework actually provides, where the gaps are, and what a well-advised investor should insist upon before investing in a French SAS.