The Council of State clarifies the implementation guidelines for the Charasse amendment

A company challenged the constitutionality of Section 223 B in connection with a transaction in which a company purchases the securities of another company and also receives securities as part of a contribution transaction.

The Conseil d'Etat first Conseil d'Etat that, based on the parliamentary record, Article 223 B applies only to share buybacks and does not apply to "transactions involving the contribution of securities in exchange for securities of the acquiring company, which are not likely to create financial obligations for the latter."

He then clarifies that, in the situation described above, the acquisition cost used to calculate the ratio of the share of financial expenses to be added back does not include the value of the securities contributed.

The Conseil d'Etat therefore Conseil d'Etat there is no violation of the principle of equality before the law and public burdens.

CE, 8th and 3rd Chambers, Oct. 28, 2025, No. 502486, Lebon T.

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