Pierre Gilles Wogue
Partner

Pierre-Gilles Wogue, partner at ADVANT Altana, has over two decades of experience in distressed M&A, restructurings and insolvency proceedings, and alongside a broader transactional and litigation practice. He advises corporates, financial institutions, banks, and public authorities on complex domestic and cross-border matters.

He has contributed to legislative reforms at the French, European, and international levels.

Due to his experience in various major cases, he is regularly distinguished in directories such as Chambers or Legal 500. He has been described by Chambers as “very up to speed and quite inventive in complex cases” and “good at building a platform for negotiations.”

Before co-founding Advant-Altana with former partners of Rambaud Martel and leading international firms, he was a partner at Rambaud Martel (now Orrick) and Salans (now Dentons).

He is officer at the International Bar Association (IBA) and is active in various other national and international organizations, having a strong focus on restructuring.

Félicité Viossat
Advisor

Félicité Viossat is a member of the Restructuring and Special Situations team at ADVANT Altana.

She assists French and international companies facing financial difficulties at all stages of restructuring, whether through amicable proceedings (conciliation, ad hoc mandate) or judicial insolvency proceedings (safeguard, reorganization, liquidation). She is also involved in litigation related to insolvency proceedings, as well as in broader commercial disputes.

Félicité also advises on restructuring transactions with a corporate or financial component, including matters involving M&A, commercial law, contract law and financing arrangements.

French Restructuring:

A Prevention-First System Coming of Age in Europe

  1. French restructuring law has been shaped, over the past decade, by two forces pulling in the same direction. The first is European harmonisation: the ordonnance of 15 September 2021 transposing Directive 2019/1023 (the “Insolvency II Directive”) introduced into French law classes of affected parties, cross-class cram-down, and the absolute priority rule. A further wave is now underway: Directive 2026/7991Directive (EU) 2026/799 of the European Parliament and of the Council of 30 March 2026 harmonising certain aspects of insolvency law, OJ L, 1 April 2026., adopted on 30 March 2026 (the “Insolvency III Directive”), will require France to reinforce its framework, notably on pre-pack sales, with a transposition deadline of January 2029. The second force is internal: a practitioner culture built around prevention, confidentiality, and negotiated outcomes, the roots of which predate any European initiative by decades.

France has absorbed ideas from abroad: the classes of affected parties’ mechanism owe something to US and, to a certain extent, to German and Austrian practices, where creditor committees have long been part of the landscape2BJE nov. 2025, n° BJE202h7.. But France has also exported. The Insolvency II Directive has been described as a “texte franco-allemand”3La directive (UE) n° 2019/1023 relative aux cadres de restructuration préventive. Illustration d’un texte franco-allemand : Rev. UE, p. 241. and the pre-pack cession — now being standardised across Europe by the Insolvency III Directive — was in place in France long before it became a European one. France already complies, in substance, with most of what the text requires — to the point where the French framework reads less like a system under pressure to adapt than like the reference model the European legislator had in mind.

  1. The result is a toolkit that is both distinctively French and increasingly legible to international market participants — one that requires examining not only what each instrument does, but how they relate to one another and how they have evolved under European influence without losing their underlying logic.
  2. Three instruments deserve the international stakeholder’s attention: (i) the amicable proceedings that form the backbone of French restructuring practice; (ii) the classes of affected parties mechanism, which is progressively altering the balance of power between debtors, creditors, and shareholders; and (iii) the two pre-packaged tools — accelerated safeguard and pre-pack sale — which, together with the dual-track practice they enable, translate privately negotiated outcomes into judicially effective ones towards all the main creditors and shareholders.

1) Behind Closed Doors: The Power of Amicable Proceedings

  1. Two procedural tools make this possible, both operating under strict confidentiality — no public filing, no disclosure to suppliers, clients, or employees. Ad hoc proceedings (mandat ad hoc) are the most flexible instrument in the French restructuring toolkit: the French Commercial Code devotes a single article to them, imposing no time limit, no mandatory scope, and no prescribed outcome. The debtor requests the appointment of a mandataire ad hoc or a conciliator, defines the proposed mission, and decides with the appointed mandataire ad hoc or conciliator which creditors and other third parties to bring to the table. Conciliation proceedings (conciliation) are more structured: limited to five months, they carry significant legal consequences — subject to certain conditions, a court-approved conciliation agreement grants the debtor a safe harbour against clawback actions and may confer on new-money lenders a statutory priority (privilège de conciliation).
  2. Neither procedure requires the debtor to be in a state of cessation of payments, though conciliation can be opened where insolvency has not persisted for more than 45 days, reflecting the flexibility of these amicable proceedings. In practice, the two instruments are frequently used in sequence: ad hoc proceedings open to allow preliminary negotiations, followed by conciliation to formalise and protect the outcome.
  3. The figures confirm that amicable proceedings are no longer a niche practice. According to the CNAJMJ, amicable proceedings increased by 35% between 2019 and 2024, rising from 5,788 to nearly 9,000 proceedings. In 2025, 9,101 proceedings were opened (5,156 ad hoc and 3,945 conciliations). Between 2018 and 2023, prevention proceedings grew nearly ten times faster than collective insolvency proceedings (+41% against +4.2%), while representing fewer than 15% of total insolvency proceedings in number but concerning, on average, companies of the largest size. The success rate reinforces the point: 70–75% of amicable proceedings result in a signed agreement, compared with around 60% for safeguard and 30% for judicial reorganisation. The most prominent recent restructurings — Pierre & Vacances Center Parcs (2022), Orpea (2022–2023), Casino (2023–2024), Atos (2024–2025) — all originated in amicable proceedings. But these large-cap cases are only the visible tip of the iceberg: behind them lies a much larger volume of mid-market and SME restructurings that routinely combine an amicable phase with judicial proceedings.
  4. The Insolvency III Directive adds two further reasons to act early. First, it introduces a harmonised framework for avoidance actions (nullités de la période suspecte), with suspect periods extending up to three years before the opening of collective proceedings — well beyond France’s current 18-month maximum. Subject to certain conditions, a court approved conciliation agreement conciliation agreement provides a statutory safe harbour against such avoidance actions.

Second, the Directive introduces a directors’ liability framework requiring directors to file for insolvency proceedings within three months of the onset of serious financial difficulties. France’s existing 45-day rule is stricter and will likely be preserved, but the broader signal is clear: a director who opens conciliation at the first signs of distress builds the most credible defence against future allegations of delay.

  1. A debate is underway in France about the future of amicable proceedings. The Conseil d’État has proposed merging ad hoc proceedings and conciliation into a single procedure and relaxing the five-month time limit. Most practitioners resist: the ad hoc proceedings offer total confidentiality, no involvement of the public prosecutor, and complete freedom of scope — advantages that a unified framework would dilute.

2) Classes of Affected Parties: A Redistribution of Power

  1. The introduction of classes of affected parties (classes de parties affectées) is the most consequential reform of French restructuring law brought about by the Insolvency II Directive.
  2. Under the previous system, only certain creditors were grouped into two or three committees (credit institutions, main suppliers and, where applicable, bondholders) by nature rather than economic substance. Write-offs could be imposed on dissenting members by a two-thirds majority within each committee, but shareholders could not be compelled to accept any restructuring of the capital structure.
  3. Under the new system, the formation of classes is compulsory in safeguard and rehabilitation proceedings for companies exceeding 250 employees and €20 million in turnover, or €40 million in turnover regardless of headcount. In accelerated safeguard proceedings, classes apply regardless of the debtor’s size. Below those thresholds, classes remain optional but may be constituted at the debtor’s request or on the application of the court-appointed judicial administrator (administrateur judiciaire), subject to the authorisation of the insolvency judge (juge-commissaire).

Although classes were initially perceived as reserved for large corporates, the mechanism has been adopted well beyond the mandatory perimeter, including in mid-market and SME proceedings. The Orpea and Casino restructurings, discussed below, are among the most visible illustrations. More broadly, restructurings that would previously have involved limited financial analysis are now approached with a degree of sophistication — waterfall analysis, going concern valuations, in-the-money and out-of-the-money assessments — that was until recently the preserve of large-cap transactions.

  1. Classes are constituted on the basis of a community of economic interest, reflecting the priority ranking of claims in the capital structure. At a minimum, secured creditors holding in rem security interests form separate classes, pre-insolvency subordination agreements are respected, and equity holders form at least one separate class. Beyond this, the judicial administrator retains broad discretion to create additional classes where distinct economic interests so require.
  2. Plan adoption requires a favourable vote, achieved by a two-thirds majority of votes actually cast within each class, with no quorum requirement. Where unanimity across all classes is not achieved, then cross-class cram-down becomes available. Three conditions must at least be met: approval by at least one class that would receive some recovery in a liquidation scenario (an “in-the-money” class); the best-interest-of-creditors test, ensuring that no creditor is worse off than in a liquidation; and the absolute priority rule, under which senior claims must be satisfied in full before junior claims receive anything, subject to limited flexibility in favour of the relative priority rule.
  3. Perhaps one of the most strategic innovations for international investors is the possibility of imposing a plan on equity holders. For the first time under French law, shareholders can be compelled under a general mechanism to accept a restructuring plan that affects their rights or modifies the company’s articles of association.

Creditors now have a more structural role in shaping the outcome rather than merely accepting or rejecting a plan conceived without them.

The Orpea restructuring (2022–2023, since rebranded Clariane) provided a striking illustration: in a €9.5 billion debt restructuring, existing shareholders were diluted to less than 1% of post-restructuring capital through a court-approved plan adopted via cross-class cram-down.

That said, creditors have not been uncritical. One of the grievances of bank lenders relates to valuation. Cross-class cram-down requires that at least one approving class be in the money (meaning that its members would have a right to payment on the basis of the debtor’s value as a going concern) — a concept defined neither by the Directive nor by French law4Borga, « Classes de parties affectées : l’intérêt d’une détermination de la valeur du débiteur en tant qu’entreprise en activité », BJE, January 2026.. Since going concern value is generally higher than liquidation value, its use as the threshold for assessing class recovery mechanically facilitates plan adoption, sometimes on foundations that creditors consider fragile.

  1. The Cour de cassation, France’s highest civil court, has begun to address these issues. On 5 March 2025 (Nos. 23-22.267 and 23-22.315), it ruled on derogation from the absolute priority rule and the best-interest test in the absence of an alternative plan. On 1 October 2025 (No. 24-18.021), it confirmed that the best-interest test must be assessed by reference to a creditor’s economic rank in the waterfall, not by reference to individual regulatory constraints.5Lafaurie, Rev. proc. coll. 2026, comm. 22.The relative scarcity of judgments from the Cour de cassation reflects a reality: most dissenting parties either accept the restructuring plan or reach a negotiated settlement before disputes escalate to the highest court.

3) Pre-Packaged Tools: Plans and Sales

  1. The pre-packaged plan (plan prépacké) is an additional technique by which a restructuring agreement negotiated privately during the amicable phase is then submitted, with minimal delay, to judicial ratification through collective proceedings. It can be deployed through a standard safeguard, a judicial reorganisation, or an accelerated safeguard procedure (sauvegarde accélérée).
  2. The accelerated safeguard is well suited to pre-packaged restructurings and has become its natural home: it is France’s domestic implementation of the Insolvency II Directive. It may be a “semi-collective” or a “collective” procedure: the debtor selects which creditors are subject to the proceedings with affected parties — those whose rights the plan will alter — determined as of the opening judgment, leaving all others entirely unaffected. Affected creditors may be drawn from any category, not merely financial creditors.
  3. In practice, the debtor uses conciliation to reach agreement with a sufficient majority of creditors on the terms of a restructuring plan, typically through a lock-up agreement. The debtor then files for accelerated safeguard, available only where plan adoption is probable. Classes are constituted, the plan is submitted to a vote, and, subject to the requisite majorities, court approval typically follows within two months. The distinctive feature is the combination of confidentiality and flexibility in the amicable phase with the coercive force of collective proceedings: dissenting or absent creditors can be bound through cram-down.
  4. The Insolvency III Directive introduces a harmonised framework for pre-pack sales (prépack cession): the sale of a distressed business is negotiated during a confidential preparatory phase under the supervision of a monitor and executed shortly after the opening of collective proceedings.

France has had a functional equivalent for over a decade, codified by the ordonnance of 12 March 2014. An acquirer is identified and terms substantially agreed during the amicable phase; the commercial court then approves the asset sale shortly after insolvency proceedings open.

  1. The strategic value of this instrument for acquirers deserves emphasis: a pre-pack sale allows completion before the deterioration of the business that a public process invariably triggers, as every week of public uncertainty erodes enterprise value. Courtepaille (2020) illustrates the point: the restaurant chain was acquired through a pre-pack sale, preserving the business while shielding the acquirer from legacy liabilities.

During the conciliation phase, practitioners routinely run a dual-track process in parallel: a share deal, restructuring the equity while preserving the legal entity, alongside an asset deal structured as pre-pack sale. The two tracks are negotiated simultaneously, giving the debtor and its advisers real optionality until late in the process. The track that closes is the one that delivers the best outcome for the estate. This flexibility is not written into any statute.

  1. The Casino group restructuring (2023–2024) illustrates the full range of these pre-packaged tools in action. Facing over €6 billion in financial debt, the group entered conciliation where the terms of a comprehensive restructuring were negotiated with its principal creditors and concluded a lock-up agreement before filing for accelerated safeguard. Classes were constituted; the plan — involving a change of control, massive debt reduction, debt-to-equity conversion and new-money injection by a consortium led by EP Global Commerce — was adopted with the required majorities. Dissenting creditors and existing shareholders were crammed down. The process lasted approximately six months.
  2. The Insolvency III Directive will require France to reinforce its framework in several respects. The Directive introduces more precise criteria for the sale process: the process must be competitive, transparent, fair, and consistent with market standards. This will affect not only pre-pack sales but potentially the broader landscape of court-supervised sales, where acquirer selection has historically been weighted towards employment preservation over creditor recovery. The Directive’s best-interest-of-creditors test aligns to a certain extent the pre-pack sale with the discipline already applicable under the classes framework.

The Directive further introduces creditor committees (comités de créanciers), a figure distinct from classes, designed to ensure structured creditor participation throughout the proceedings, with a particular focus on cross-border creditors. This will require a new legislative layer in French law.

  1. French restructuring law now offers international investors a coherent, prevention-oriented system that few European jurisdictions can match in both breadth and sophistication. Its distinctive strength lies in the seamless articulation between confidential negotiation and judicial enforcement — a feature that the European legislator is progressively validating by modelling key provisions of the Insolvency II and III Directives on French practice. Reciprocally, France has demonstrated its capacity to incorporate mechanisms drawn from European harmonisation, such as cross-class cram-down and the absolute priority rule, and to make them its own. One of the principal questions for the coming years is not whether France will adapt to European requirements, but to what extent other EU Member States will fully converge toward a comparable model — one that offers companies in distress, and their stakeholders, a flexible and more predictable legal framework within which to restructure debt, equity and business operations and provide new financing in an ever-changing global economy.