Analysis & trends

Publicity, Advertising, and Communications During an IPO (France)

Analysis & trends

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Practice notes | Law stated as of 01-Feb-2026 | France

A Practice Note examining the regulatory requirements applicable to publicity, advertising, and communications in relation to initial public offerings (IPOs) in France, including the liability and other potential consequences of violating these requirements. This Note also discusses the application of these regulatory requirements in specific types of publicity and marketing activities, such as media reports, pre-marketing, research reports, and road shows.

A company undertaking an initial public offering (IPO) in France typically launches a marketing campaign to persuade the public and key investors to invest in their company. These campaigns are regulated by various securities laws and securities exchange rules that impose marketing restrictions and specify required disclosure to protect potential investors from the influence of fraudulent, misleading, or incomplete information.

This Note outlines the regulatory requirements applicable to publicity, advertising, and communications that companies must comply with when undertaking an IPO in France with a concurrent listing on Euronext Paris. It also discusses rules appliable to specific types of publicity and marketing activities, such as media reports, pre-marketing, research reports, and road shows.

This Note does not discuss publicity, advertising, and communications issues related to alternative ways of going public, such as direct listings or business combinations with listed companies.

This Note also does not cover securities offerings (either public or private) conducted by companies already subject to ongoing disclosure requirements in France, which involves an analysis of the tension between these public disclosure requirements and the publicity restrictions in securities offerings.


Regulatory Framework Governing Publicity, Advertising, and Communications

The following EU legislation applies to publicity, advertising, and communications regarding IPOs in France:

The EU Prospectus Regulation and Delegated Regulations ensure that adequate and equivalent disclosure standards are in place in all EU countries so that investors can benefit from the same level of information and protection across the EU. The Prospectus Regulation requires issuers (subject to certain exceptions) to publish a prospectus in either or both of the following circumstances:

  • Offers of securities to the public within EU member states (Article 3(1), Prospectus Regulation).
  • Admissions of securities on a regulated market situated or operating within an EU member state (Article 3(3), Prospectus Regulation).

A prospectus is a legal document that describes an issuer’s business, the risks it faces, its finances and shareholding structure, and the securities that are being issued or admitted to trading. It provides investors with the information they need to make an informed investment decision. The Prospectus Regulation and Delegated Regulations also set out the format and the disclosure requirements for EU prospectuses, while the Transparency Directive sets the disclosure obligations for issuers listed in the EU.

The Listing Act Regulation ((EU) 2024/2809) (Listing Act Regulation) introduces a standardised and simplified prospectus regime in terms of format and content. The European Commission must adopt delegated acts to establish the new prospectus contents by 5 June 2026. The Commission must align the content of the prospectus with that of the current EU Growth prospectus, by removing irrelevant information or by simplifying it (for example, reducing the requirement from three-year to two year financial statements).

For an overview of the regulatory framework for securities transactions in the EU, see Practice Note, Securities Regulatory Framework: Overview (EU).

In addition to EU regulations, French laws, rules, and regulations relating to French IPOs include:

 

For an overview of the regulatory framework for securities transactions in France, see Practice Note, Securities Regulatory Framework: Overview (France).

Legal restrictions under the securities laws of the US and other jurisdictions may also apply to the release of publicity, advertising, and communications to investors regarding the international placement tranche of an IPO in France.

In addition to preparing a prospectus, issuers seeking an IPO in France also generally prepare an international offering memorandum to assist with marketing the global offering outside France. The international offering memorandum contains the same information as the prospectus and typically includes specific disclosure and selling restrictions for the US and other relevant jurisdictions in which the offering is made.

Caution should be exercised when handling publicity, advertising, and communications relating to a French IPO that are distributed outside France or targeting non–French investors. Improper use of publicity, advertising, and communications may violate EU and French securities regulations. If these target the US, they can also jeopardise the availability of exemptions from registration on which a French IPO typically relies, resulting in an unregistered offering of shares in violation of Section 5 of the US Securities Act of 1933. The issuer and other participants of a French IPO should consult US counsel on how to comply with US securities law regarding publicity, advertising, and communications. For more information on US publicity guidelines, see Practice Note, Publicity, Communications and Offers.

 

Timing

Typically, the issuer’s legal counsel circulates a publicity memorandum (publicity guidelines) shortly after the IPO kick-off meeting. This memorandum sets out the key publicity requirements under French and US laws, and the procedures that the issuer and all IPO participants should adopt regarding the confidentiality, preparation, contents, and release of any information relating to the issuer and IPO.

All marketing materials, advertisements, IPO websites, and press releases relating to the IPO, irrespective of form and distribution method, should:

  • Comply with the publicity memorandum.
  • Be submitted to the AMF for review before dissemination (Article 212-28, AMF General Regulation).
  • Include disclaimers that mention the existence of an AMF-approved prospectus (Article 22(2), Prospectus Regulation).

In France, the prospectus generally consists of three separate documents (tripartite prospectus):

  • A registration document (document d’enregistrement), which is filed with the AMF at least 20 business days before the expected date of registration of the prospectus. The registration document includes information necessary for potential investors to evaluate the issuer’s assets, activities, financial situation, earnings, and future prospects.
  • A securities note (note d’opération), which is filed with the AMF at least five business days before the expected date of registration of the prospectus. This note contains information on the securities to be issued, including the number, total value, and price.
  • A summary (résumé) of the prospectus.

Under EU regulations, an IPO prospectus can also consist of a single document that contains the same information as in a tripartite prospectus. A single format prospectus must be filed with the AMF at least 20 business days before the expected date of registration of the prospectus (Article 212-38-7, AMF General Regulation).

French market practice generally encourages the use of a tripartite prospectus for IPOs, which involves making a registration document available before the launch of the IPO. While an IPO can be conducted based on a single document (an approach that has been adopted in a few French transactions), this Note assumes the use of a tripartite prospectus.

French law distinguishes three periods in the IPO process:

  • The pre-approval period, before the AMF approves the registration document. During this period, the issuer prepares for the IPO but must keep it confidential from the public. It usually takes the AMF about six weeks from the filing date to approve the registration document. The securities note is typically submitted following approval of the registration document.
  • The period between AMF approval of the registration document and the launch of the IPO on AMF approval of the prospectus.
  • The IPO period itself.

 

Before Approval of Registration Document
At this stage, the issuer and all IPO participants must observe all restrictions on publicity, advertising, and communications, even if the issuer has publicly announced its intention to float. The issuer and all IPO participants cannot release or distribute:

  • Information on the terms and conditions or timetable of the proposed IPO.
  • Information that could constitute an invitation, solicitation, or offer to subscribe for the shares of the issuer.

However, the issuer can continue its usual communications relating to routine information. These communications must be consistent with the issuer’s previous communication in terms of target audience, content, level of detail, media used, volume, and frequency.

During the review process, the AMF can make comments and raise queries on the draft registration document.

The issuer can organise pilot fishing meetings (that is, one-on-one meetings with targeted investors) during this period (see Pre-Marketing).


Between Approval of Registration Document and Prospectus Approval
After approval and publication of the registration document, but before the AMF approves the prospectus (including the securities note), the same restrictions apply as before approval of the registration document (see Before Approval of Registration Document). However, the issuer can disclose information on itself or its business, provided this information has already been disclosed in, or is consistent with, the registration document.

During this period, pre-deal investor education (PDIE) begins (see Pre-Marketing).


After Approval of Prospectus
Once the prospectus has received the AMF’s approval and is disclosed to the public, the IPO can launch. The issuer can disclose all marketing materials, advertisements, and press releases relating to the IPO launch, provided these have been filed with the AMF for review before dissemination.

Following the pre-marketing process (see Pre-Marketing), the syndicate members start the book-building process. They approach potential institutional and professional investors to obtain expressions of interest in purchasing shares in the IPO. This process usually runs concurrently with a management road show (see Road Shows).

 

Content

Issuers must disclose material information in a prospectus to enable investors to make an informed assessment of the issuer. Any information disclosed to the market, the media, or financial analysts, whether orally or in writing, must be consistent with the prospectus in terms of both content and level of detail (Article 16, Delegated Regulation (EU) 2019/979). In this context:

  • Information must be true, accurate, complete, unambiguous, verifiable, and not misleading (whether through omission, inclusion of misleading information, or misleading presentation.
  • Information should generally be confined to factual matters that are capable of verification.
  • The issuer should avoid predictions, projections, estimates, forecasts, targets, and other forward-looking statements, except for those that will be included in the prospectus. The AMF may require the issuer to include such information in the prospectus, increasing related liability concerns. Forward-looking statements are treated differently if they relate to estimates, targets, or forecasts. Under Delegated Regulation (EU) 2019/980, the issuer must disclose the principal underlying assumptions whenever it communicates a profit forecast or estimate. The closer an indicator is to the level of profit, the more likely it will be characterised as a profit forecast or estimate within the meaning of EU regulations. The time horizon is also a relevant factor in distinguishing profit forecasts or estimates from other forward-looking financial information (AMF Position No. 2006-17 – Concept of Profit Forecasts). Current regulations no longer require an auditors’ report stating that profit forecasts or estimates have been properly established and are consistent with the issuer’s accounting methods, but underwriters regularly request such reports on a contractual basis (market practice). By contrast, targets express the issuer’s strategic objectives within the context of the market overview set out in the registration document.
  • Claims, opinions, and other promotional language or “puff” (such as statements of leadership or market position) are problematic unless they are capable of independent verification and consistent with the prospectus.
    Publicity, Advertising, and Communications During an IPO…, Practical Law Practice…

 

The issuer must disclose to the public (in a press release) any significant information not included in the IPO documents but communicated to a specific market participant (such as analysts or the media) (Article 17(8), MAR). This ensures that all market participants have the same level of information. Depending on the importance of the information, the issuer may need to publish a supplement to the prospectus.

Publicity, advertising, and communications made during an IPO should not refer to any offering or issue of the issuer’s securities to avoid being construed as an offer or invitation to subscribe for shares and ensure that they do not constitute a contractual basis or proof for the subscription of the issuer’s shares.

 

Liabilities and Other Adverse Consequences of Violation

Liabilities
Violating publicity rules during a French IPO can lead to significant legal consequences.

Breach of publicity rules can give rise to:

  • Administrative liability. The AMF enforces publicity rules to ensure transparency, fairness, and investor protection. The AMF can impose fines and other penalties for breach of publicity rules, including unauthorised communications or misleading statements. Penalties include monetary penalties, public reprimands, and suspension or prohibition from market activities. (Article L.621-15, Monetary and Financial Code.) Administrative penalties may apply to the issuer as a legal entity and its officers as individuals, either alternatively or cumulatively. The issuer may incur administrative liability, while its officers may face administrative or civil liability.
  • Civil liability. Investors can sue for damages if they suffer losses due to misleading or incomplete information. Courts can award compensation for losses incurred from purchasing shares based on false or misleading publicity and reputational harm.
  • Criminal liability. In extreme cases, especially those involving fraud or intentional deception, criminal charges can be brought under the Criminal Code (Code pénal) or Monetary and Financial Code. Penalties include imprisonment and fines.

 

The following parties can be held liable:

  • Issuer. The issuer is ultimately responsible for the accuracy and legality of all public communications.
  • Directors and officers. They may be personally liable if they authorised or failed to prevent unlawful publicity.
  • Syndicate members. They may be held liable for participating in or failing to supervise communications that violate publicity rules.
  • Experts. Experts (such as auditors and market research providers) may be held liable if expert reports or opinions used in publicity are found to be misleading.

Potential defences available to IPO participants include:

  • Due diligence. IPO participants may avoid liability by showing that they conducted reasonable due diligence and had
    no reason to believe the information was false or misleading. As part of an IPO, the banks’ syndicate conducts two
    types of due diligence:
    – documentary due diligence, which involves reviewing the issuer’s corporate documents; and
    – management due diligence, which consists of interviewing the issuer’s officers in dedicated meetings.

Before the AMF approves the prospectus, the banks submit an “investment service provider” certificate (attestation prestataire de services d’investissement) to the AMF confirming that they have carried out the customary professional due diligence (adherence to the FBF/AFEI Code on Due Diligence to Be Performed by Investment Service Providers Participating in a Financial Transaction (Code FBF/AFEI relatif aux diligences à opérer par les prestataires de service
d’investissement participant à une opération financière) is market practice in France), thereby incurring liability for the accuracy of this information.

  • Underwriting agreement. Under the underwriting agreement, the banks’ syndicate seeks protection against potential investor claims by requiring the issuer to represent and warrant that the public information is accurate, precise, and truthful. The effectiveness of this protection depends on the banks’ syndicate due diligence to verify the issuer’s statements.
  • Reliance on expert advice. If IPO participants relied in good faith on expert reports or legal counsel, this may mitigate liability.
  • Safe harbour provisions. Certain communications may be protected if they fall within ordinary course of business disclosures and are consistent with past practices.
  • Corrective disclosures. Prompt correction of misleading statements may reduce liability, especially if done before the IPO is completed.
  • Absence of causality. Defendants may argue that the investor’s loss was not caused by the violation of publicity rules, but by market conditions or other factors.

 

Other Consequences
The AMF closely monitors media reports and news articles to ensure there is no leakage of news relating to the IPO during the IPO process. If the AMF finds any media reports or news articles covering the IPO, it can request the issuer and IPO participants to:

  • Explain the leakage and carry out investigations to ascertain the reasons for the leakage.
  • Take appropriate actions, including clarifying or disclaiming these reports publicly or disclosing additional information in the prospectus.

The AMF will take stringent measures against unauthorised publicity materials, including suspending the review process until all unauthorised publicity materials are withdrawn and delaying the IPO timetable so that the influence of unauthorised promotion has cooled off.

Further, the issuer may need to incorporate previously disclosed information into the prospectus to ensure consistency and transparency, disclaim or clarify statements made in interviews, press releases, or social media posts, or add risk factors related to publicity violations.

Specific Applications During an IPO

 

Advertising

During the offering process, the issuer can continue to advertise its products or services in the normal course of business, provided the advertisements are consistent with the issuer’s past practice and are not intended, directly or indirectly, to increase or stimulate investor interest in the IPO.

Any promotional communications concerning the IPO itself in France (such as television, radio, and social media advertising campaigns) can only be done after the AMF has approved the prospectus and must:

  • Be filed with the AMF before release (Article 212-28, AMF General Regulation).
  • Include a reference to:
    – the prospectus as approved by the AMF and where investors can obtain electronic copies; and
    – the section of the prospectus on risk factors.(Articles 13 and 14, Delegated Regulation (EU) 2019/979.)

These communications should not refer to any placement in the US or to a Rule 144A private placement, if applicable.

 

Media Reports

The issuer can only hold press conferences and other meetings with the press to discuss the IPO after the AMF approves the prospectus.

Until the AMF approves the prospectus, the issuer must not make any statement about the IPO, whether spontaneously or in response to questions, except for an announcement of the IPO in principle (if applicable). If the issuer receives unsolicited enquiries about the IPO before publication of the prospectus, it should adopt a “no comment” position.

Unless an offering is registered in the US, press events must take place outside the US. The issuer can grant interviews to members of the US press outside the US and hold meetings with a limited number of US press journalists not based in the US, subject to certain conditions.

Any written document distributed during press conferences must specify that the document does not constitute an offering of securities within the US (other restrictions may apply).

The content of any materials or discussions at press events must be consistent with the prospectus. The issuer must not include or annex any purchase order, coupon, or other means indicating an interest in the IPO to any transmitted documents.

It is customary practice for issuers in France to engage a public relations firm to assist the issuer with:

  • Press releases.
  • Presentations.
  • Question and answer briefings.
  • The creation of a dedicated investor relations website.
  • Arrangements for press interviews and coverage.

 

Websites and Other Electronic Media

Information posted online raises particular concerns as it is widely available. Posting information about the IPO may jeopardise placement exemptions in the EU, the US, and other jurisdictions, unless the issuer implements restrictive access measures.

The AMF has established guidelines on information posted on websites related to securities offerings (Position-Recommendation DOC-2020-06, Guide for the Preparation of Prospectuses and the Information to Be Provided in the Event of a Public Offering or Admission of Financial Securities). According to these guidelines:

  • This information must be:
    – accurate, precise and not misleading (including by omission);
    – consistent across languages; and
    – reviewed regularly and revised as necessary.
  • The issuer can only post the following IPO-related information on its website:
    – the registration document and the securities note;
    – approved French-language press releases; and
    – approved English-language materials.

These must be posted behind appropriate website filters to ensure they do not target residents of EU member states third countries other than those in which the securities are being offered to the public.

The syndicate members must only distribute the international offering memorandum to investors they contact for the international private placement. The issuer must not post the international offering memorandum on its website. However, the issuer can post routine information on its website.

Further, an issuer is not only responsible for the content on its website and social media accounts, but is also responsible for the content of any websites linked to from its website and social media accounts. No website or social media account operated by the issuer should include any materials or hyperlinks to materials that may be viewed as an offer of securities. The issuer’s website and social media accounts should not direct or link to any information released by analysts or any third parties commenting on the IPO, to avoid linkage to any conclusion, description, or forecast made by those parties on the IPO.

The issuer must post any English-language information related to the IPO on a dedicated website behind website filters with appropriate disclaimers. This IPO website must only be accessible by:

  • Persons located in France.
  • Institutional investors outside France and the US.

The issuer must post approved English-language press releases and other approved materials behind such website filters.

In practice, throughout the IPO process, particularly before approval of the prospectus, the issuer’s legal counsel carefully scrutinises the issuer’s website and social media accounts to make sure that their content is consistent with the prospectus.

 

Communications with Employees and Shareholders

The publicity restrictions also apply to materials addressed to the issuer’s employees and existing shareholders. Accordingly, the issuer should treat all information about the IPO as strictly confidential.

It is common practice for an issuer to assign a small group of personnel (for example, staff responsible for advertising and public relations) to deal with the legal restrictions and procedures on handling publicity, to control access to and dissemination of information within the issuer and respond to questions from the press and existing shareholders. Information about the IPO should only be disclosed to the issuer’s employees and existing shareholders on a confidential and need-to-know basis once they have been made aware of the publicity restrictions.

 

Pre-Marketing

Before the AMF approves the registration document, the issuer can organise pilot fishing meetings with targeted investors to explain the issuer’s business model, gauge initial market sentiment about its equity story, and generate investor interest.

After release of the registration document to the public, PDIE starts. Equity research analysts distribute their pre-deal report to key institutional investors, introducing the investment case and their valuation range. In meetings without management present, analysts answer investors’ questions on the issuer and collect feedback before the price range is set. This allows syndicate members to gauge market sentiment and gather first impressions on valuation.

The issuer can organise pre-marketing meetings in the EU provided that investors participating in these meetings are qualified investors within the meaning of the Prospectus Regulation (Article 2(e)). During these meetings, the issuer must not seek any commitment from any investor or any intervention on their part. Qualified institutional buyers (QIBs) can also attend if there is a Rule 144A placement in the US. The issuer can conduct meetings in the US provided that only QIBs attend.

All content, whether delivered orally, through projection slides, or other similar promotional materials, must be restricted to the disclosures contained in the prospectus. Information not contained in the prospectus should not be disseminated, and the mentioning of any offer-related information, including the indicative size, timing, or valuation of the IPO, should be avoided.

Generally, legal counsel reviews the pre-marketing materials, including the disclaimers and legends, and flag areas of possible inconsistency between the content of the materials and the prospectus.

 

Analyst Presentations and Research Reports

The syndicate members assist the issuer in preparing an analyst presentation before the approval of the registration document. The issuer presents this confidentially to syndicate analysts only.

Following approval of the registration document, the issuer can decide to organise a second analyst presentation that is public and open to non-syndicate analysts. This public presentation cannot contain less information than the confidential one. Analyst presentations must not contain any material information that is not also included in the prospectus. The AMF reviews draft analyst presentations in advance. The issuer must restore equality of information for all investors no later than the date on which the shares start trading on the market on which they are admitted.

Following analyst presentations, analysts prepare research reports on the issuer. While preparing research reports, an analyst should only use information that either:

  • Is reasonably expected to be included in the prospectus.
  • Is publicly available.

Analysts must not seek to obtain any information from the issuer or its directors, employees, or substantial shareholders, or any of their respective advisers.

Research reports must not:

  • Refer in any manner to the offering or contain analyses of, or assumptions about, the offering, unless that information has been publicly announced by the issuer.
  • Contain any specific target price or specific valuation of the issuer (either on a per-share basis or whole-company basis) that would enable the reader to calculate a target share price, except for valuation ranges developed independently by research analysts.

Research analysts must prepare forecasts, projections, and valuations included in research reports independently of the issuer. These must not be based on, or derived from, any material information (including forward-looking information, whether qualitative or quantitative) obtained from the issuer that is not reasonably to be expected to be included in the prospectus or publicly available.

To avoid liability for omission of material information in the prospectus, the issuer must ensure that it provides no material information about itself to any research analyst, unless the information is reasonably expected to be included in the prospectus or
is publicly available. This restriction covers any information provided to an analyst, directly or indirectly, formally or informally, in writing or orally, and in all circumstances.

It is the common practice for the syndicate members’ legal counsel to circulate research report guidelines that set out the procedures to be followed by all prospective syndicate members that intend to distribute research reports about an issuer. Before the distribution of the research reports, syndicate members also submit the advanced drafts to the syndicate members’ legal counsel to review the disclaimers and legends, confirm compliance with the research report guidelines, and flag areas of possible inconsistencies between the disclosure in the prospectus and the research reports for the research analysts’ attention.

Distribution of research reports in France is only permitted during the period after the AMF approval of the registration document and before the PDIE has commenced.

In France, research reports must only be distributed to qualified investors within the meaning of the Prospectus Regulation. Research reports can only be circulated to a limited number of persons to whom the relevant syndicate member (or its associate analyst) customarily gives research reports. This list of recipients should be restricted to include only persons who:

  • Are institutional investors.
  • Have addresses outside certain jurisdictions, such as the US, Canada, Australia, and Japan.
  • Are non-US persons.

Research reports must not be sent to the general public, the press, or other media. Further, they must not be distributed at, or with any invitation to, any road show presentations or other investor meetings.

If the research report is distributed to persons outside of France, the securities laws of the jurisdiction where the research reports are sent apply.

A firm that acts as syndicate member of an IPO should not issue any research report covering the issuer until the later of:

  • 40 calendar days after the pricing of the IPO.
  • Completion of the IPO.

 

Road Shows

Road shows can take place after the AMF approves the prospectus and the pre-marketing stage ends. They are usually conducted contemporaneously with the book-building process.

Syndicate members meet with potential investors to gauge investor demand for the IPO. Road shows in France should only be attended by qualified investors within the meaning of the Prospectus Regulation. Media members or financial analysts should not be invited to attend road shows. QIBs can also participate if there is a Rule 144A placement in the US.

All content, whether delivered orally, through projection slides, or other similar promotional materials, must be restricted to the information disclosed in the prospectus. Information that is not contained in the prospectus cannot be disseminated to any road show participant.

Accordingly, road show materials are normally prepared at an advanced stage during the IPO process based on the information disclosed in a near-final prospectus and are reviewed by the offering participants to avoid inconsistencies between the content of the road show materials and the information disclosed in the prospectus. Copies of the slides or other visual presentations should not be distributed to any road show participant.

Reproduced from Practical Law with the permission of the publishers. For further information, visit practicallaw.com.

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