The gradual opening of private practice companies to external capital, authorised since Law No. 90-1258 of 31 December 1990, has profoundly reshaped the landscape of regulated professions. Under the guise of economic adaptation, cost-sharing, investment capacity, and network structuring, this evolution has raised fundamental questions regarding the reality of control exercised by professionals.

Chapter 1

Financialization of private practice companies in France: the notion of effective control as a governance standard

“There are illnesses that can only be cured by naming them.”1 One of the key challenges raised by the financialization of private practice companies is the need to safeguard the professional independence of practitioners.

France's liberal healthcare system is traditionally grounded in professional independence and personal liability; financialization, however, introduces investor-driven logics, return-on-capital expectations, and contractual constraints.

In this context, capital structuring must remain aligned with the specific requirements of professional practice and, more fundamentally, with the paramount interest of patients. The debate centres on the notion of effective control, understood as the practitioner's actual ability—rather than that of the investor—to direct the private practice company and make key operational decisions. In the healthcare sector, this requirement aims to ensure that medical judgment prevails over purely financial considerations.

Article 5 of Law No. 90-1258 of 31 December 1990 (now incorporated into Ordinance No. 2023-77 of 8 February 2023) requires that more than half of the share capital and voting rights of a private practice company be held, directly or indirectly via a holding structure, by professionals practising within the company.

While this rule appears arithmetical, it does not in itself resolve the issue of actual control. The legal framework allows preference shares and complex ownership structures, provided that statutory capital and voting thresholds are formally respected. However, the multiplication of holding companies, chains of ownership, and shareholders' agreements has blurred the boundary between financial participation and genuine governance power. It is precisely on this ground that the case law of the French Administrative Supreme Court has provided decisive clarification.

Chapter 2

Financialization of private practice companies in France: regulatory resistance to liberalization

On 10 July 2023, the French Administrative Supreme Court issued four landmark decisions that marked a significant shift in approach. Moving away from a purely formal assessment of capital ownership, the Court adopted a functional analysis of effective decision-making power.

In these cases, the Court upheld the removal of private practice companies whose share capital was formally majority owned by practising veterinarians, but whose governance and economic flows were, in practice, controlled by financial investors. The Court emphasised that “the articles of association and shareholders' agreements result in the professional partners, despite holding a majority of the capital and voting rights, being unable to exercise effective control over the company.”

These rulings identified several indicators of a loss of effective control, including the concentration of financial rights in the hands of third parties, contractual dependency, veto or approval rights over strategic decisions, and the absence of genuine operational management by professionals.

This debate, initially developed in the veterinary sector, was later extended to the medical field. In an order dated 12 September 2024, followed by confirmatory orders in October 2024 and May 2025, the French Administrative Supreme Court suspended the removal of a medical imaging company from the register of the Order of Doctors. The Court held that the majority ownership of capital and voting rights by practising radiologists—directly and indirectly—was sufficient to establish effective control in the absence of evidence to the contrary.

These decisions reflect a nuanced and evolving jurisprudence. Effective control must be assessed in concreto, by reference to actual governance mechanisms rather than formal ownership alone. Conversely, the presence of investors benefiting from enhanced financial rights does not automatically imply a loss of professional independence where operational decision-making remains in the hands of practitioners.

Chapter 3

Financialization of private practice companies in France: regulatory developments to expect in the near future for health professionals

Senate Information Report No. 776 (Sept. 2024), entitled “Financialization of Healthcare Provision: A Takeover Bid on Health?”2, and the joint IGAS and IGF report (May 2025) entitled “Causes and Effects of the Financialization of the Healthcare System”, warn of the proliferation of structures where, despite formal compliance with professional majority, strategic decisions escape practitioners. They call, among other preventive measures, for a legislative redefinition of effective control, based on a set of indicators: distribution of capital and votes, management autonomy, and economic independence.

This reflection now extends to other professions:

  • pharmacists, through studies by the National Council of the Order of Pharmacists, as well as proposed amendments aiming to prohibit non-pharmacists from joining pharmacy groups, such as the Isaac-Sibille amendment (PLFSS 2026, No. AS889), since rejected. A recent study3 notably pointed out that the French community pharmacy model, historically based on the monopoly of medicine sales by qualified pharmacists must balance between maintaining territorial coverage, adapting to new public health needs, evolving its economic model, and preserving professional independence in the face of financialization. Along with a series of recommendation aiming at regulatory changes favouring independence, it also suggested to revise the status of assistant pharmacists (capital, minimum staffing), or require prior approval by the Order of Pharmacists for contracts establishing a pharmacist’s installation, as well as to promote cooperative models in order to better regulate financialization;
  • chartered accountants, for whom financialization via SPFPL or SPE raises similar questions.

Current law thus tends towards horizontal regulation: standardising the notion of effective control across all regulated liberal professions.

Chapter 4

Financialization of private practice companies in France : best practices to consider

In a context where political developments can generate regulatory uncertainties likely to affect professional practices and economic predictability (such as in the pricing of certain acts), it is all the more important to rely on stable and clearly defined principles, to ensure transparency, legal certainty, and a coherent and uniform interpretation of applicable rules.

The French Administrative Supreme Court requires that the operational management of private practice companies be exercised by practising professionals, who act as guarantors of ethics and service quality. Corporate governance arrangements should therefore prioritise practitioner-led management bodies and avoid mechanisms allowing investors to interfere in day-to-day operations.

However, it is necessary to distinguish between two types of veto rights:

  • control or general approval vetoes, allowing an investor broad control and thus the power to block decisions relating to medical strategy or day-to-day care operations, are incompatible with the notion of effective control;
  • protective vetoes, limited to certain exceptional decisions, are lawful, provided they aim to protect a minority and do not subordinate practitioners to a non-professional third party.

This distinction, implicit in the reasoning of the Imapole decisions and echoed in doctrinal analyses, reflect a nuanced approach: regulation and ethics do not exclude contractual negotiation, but frame its purpose.

The AniCura decision showed that the distribution of dividends can become an indicator of loss of control when it deprives the professional majority of all economic substance. The French Administrative Supreme Court does not, however, condemn the existence of differentiated financial rights per se—preference shares remain permitted—but penalises their use when they neutralise the professionals’ economic position or result in lasting subordination to the investor.

Best practices currently accepted can be summarised as follows:

  • real decision-making majority: the majority of voting rights, as defined by regulated entities, must be exercised by practising professionals, without indirect neutralisation;
  • management by a practitioner: the president, manager, or CEO must be a practising professional;
  • proportionate veto clauses: minority protection rights are permitted if they do not materially affect operational management;
  • regulated distribution of sale proceeds/dividends: preference shares cannot grant the investor a total economic monopoly;
  • independence charter: internal formalisation of the separation between professional and financial decisions.