On 26 January 2026, EP Group, Daniel Kretinsky's group, announced its intention to launch a public tender offer for Fnac Darty at 36 euros per share. On 6 July, Casino received two firm proposals to refinance its debt: one from its term loan B lenders, the other from France Retail Holdings, its reference shareholder. Two French retailers, two different procedures, and behind each of them the same reference shareholder, at different stages.

At the beginning of October 2026, neither case is closed. The offer for Fnac Darty has been open since 12 May, and the European Commission is due to rule in early November. At Casino, the creditors have extended their consents until 31 October, and the amendment of the safeguard plan has yet to be decided by the Paris Economic Activities Court (tribunal des activités économiques de Paris). This article is therefore not a retrospective. It is a reading of what these two cases, as the press releases describe them, show about the governance of a company whose reference shareholder is also a party to the decision.

The question is not to judge the shareholder, or its intentions. It is structural: when the party that holds the capital is also the party that makes the proposal, what remains of the chief executive officer's autonomy, and what, in practical terms, is an independent director for? The public documents provide precise answers, and they are of interest well beyond these two retailers: every executive, every board, every fund that owns or supports a company where the shareholder weighs on decisions is concerned.

Recruitment appears here only at the end, as a consequence. An executive who joins a company in this configuration does not sign up for a strategy alone. He or she signs up for a governance framework. The board that overlooks this when making its choice ends up with an excellent profile and an ill-defined mandate.

The figures to know

Why this subject matters now

Because the coming weeks concentrate the decisions. The European Commission is due to issue its decision on Fnac Darty in early November, following the notification of 14 September. The closing date of the offer will be set by the AMF after that step. At Casino, the creditors' consents expire on 31 October, with an option until 15 November, and the court must rule both on the amendment of the safeguard plan adopted in February 2024 and on the application for termination of that plan brought by lenders on 6 August. Two timetables that neither the executive teams nor the boards control on their own.

The market has already reacted in its own way. Fnac Darty's share price is holding close to the offer price, which indicates that investors anticipate an outcome without knowing its terms. Ceconomy's 21.9% stake remains the most discussed point of arithmetic: the offeror holds 28.5% and must exceed 50%. The decision of Ceconomy, now controlled by JD.com, is not public.

Two misreadings are circulating. The first holds that a reference shareholder turns the chief executive officer into an executor of instructions. The documents consulted do not say that: they describe frameworks, committees, agreements and, in the case of Fnac Darty, public intentions to retain the management team. The second holds that a stable shareholder base dispenses with formal governance. What can be read is the opposite: the more weight the shareholder carries, the more the procedure around it is written down, because it is the procedure that protects the other parties.

What the public documents show about governance

The two cases are not of the same nature. At Fnac Darty, the reference shareholder is a potential acquirer, holding 28.5% of the capital and addressing all shareholders. At Casino, it is the author of a restructuring proposal competing with one from lenders, within a court-supervised procedure. In both cases, the governance question is the same: how to decide when one of the parties to the decision sits, or has its representatives, around the table.

Three observations emerge.

Governance is played out in the moments when the shareholder is a party. In the ordinary life of a company, the reference shareholder is one director among others, or the representative of a group of directors. In an offer or a restructuring, it becomes a counterparty. The two cases show the same reflex: isolate the decision in a committee of members who are not in a conflict of interest, document it, and have its fairness validated by a third party.

The procedure is public; the balance of power is only partly so. We know who voted, in what form, with which expert. We do not know, and the press releases do not say, what weight the chief executive officer was able to carry in the discussion. That is precisely the part that the executive and the board must have clarified before the situation arises.

The other shareholders are not spectators. At Fnac Darty, Ceconomy's stake determines the arithmetic of the offer. At Casino, lenders have brought the matter before the judge. A reference shareholder never governs alone: it governs in permanent negotiation with those who hold the rest.

The board: independence is tested at the moment of conflict

A board of fourteen members, with a chairman separate from the chief executive officer, a nominations and remuneration committee, a strategy committee: Fnac Darty's structure is that of a conventional listed company. What sets it apart from most situations is not its composition, it is the test it is undergoing. For several months, the board must express, on a matter where one of its shareholders is the counterparty, an opinion that the other shareholders can regard as free.

This test has several conditions, which the two cases make visible.

The first is the recusal rule, written before the conflict. At Casino, the press release of 10 July specifies that only those members who were not in a conflict of interest took part in the deliberations and the vote. This sentence, unremarkable on the surface, presupposes that someone defined in advance who is in a conflict of interest, and that the list was not improvised on the day of the vote.

The second is the availability of independent directors capable of forming an ad hoc committee, of understanding a complex financial file, and of withstanding the pressure of a timetable. An ad hoc committee has value only if it can say no. Its members must therefore, individually, have the freedom to do so: no business relationship with the shareholder, no financial dependence, a legitimacy of their own.

The third is recourse to a third party on fairness. The independent expert, here the firm Ledouble, is not an ornament: it gives the board and the minority shareholders a point of reference that does not depend on the offeror. A board that lacks one deprives itself of its best protection.

The fourth, less often mentioned, is the management of information. In a procedure, what the shareholder knows, what the board knows, what the lenders know and what the market knows are not identical, and the law governs these differences. Casino's press release of 6 July states that all inside information communicated to the parties bound by confidentiality has been made public. This is the mechanics of organized transparency: it is not discovered under pressure.

The chief executive officer: a mandate that is read in three texts

The chief executive officer of a company whose reference shareholder is active has a mandate that is written in several places. The two cases help to tell them apart.

The first text is the agreement between the company and the shareholder. At Fnac Darty, the tender offer agreement organizes cooperation between the company and the offeror during the procedure. It is, by nature, one of the rare documents in which the respective roles are set down in black and white. An executive joining a company in this situation must read it, as he or she would read a shareholders' agreement.

The second text is the public intention. The offeror for Fnac Darty has stated that it intends to maintain the strategy, the management team, the head office in France and the dividend policy. A declared intention commits the reputation of the party that states it; it does not commit it contractually. It nevertheless gives the executive and the board a reference point: if, in twelve months, practice departs from it, the gap will be visible.

The third text is the one that nobody publishes: practice. Who arbitrates a disagreement between the chief executive officer and the shareholder? How often is the shareholder consulted, on which subjects, with what degree of formality? That text is built in the first hundred days, and it is more decisive than the other two.

The two companies illustrate two very different phases. At Fnac Darty, the chief executive officer, Enrique Martinez, is steering a company that reported, for the first half of 2026, like-for-like revenue growth of 0.6% and a 40 basis point gain in gross margin, while confirming the targets of its Beyond Everyday plan. His mandate is to continue, within a shareholding framework that may change. At Casino, management's mandate is to run a company whose financial structure is being redefined, with consent deadlines set to the month. These are two different jobs. Neither is simpler than the other, and that is precisely why they cannot be judged with the same grid.

What this demands of leadership functions

Two of these functions deserve a closer look.

The chairman of the board carries the whole arrangement. When the shareholder is a party to the decision, the chairman is the person on whom the credibility of the entire structure depends. He or she must be able to say, without ambiguity, who voted, who withdrew, why, and what independent expertise was sought. At Fnac Darty, the separation between the chairman, Jacques Veyrat, and the chief executive officer works in this direction: it separates the conduct of the board from that of the company, which is valuable on the day the board must rule on an offer.

The chief financial officer is the first to be exposed to other people's time. Casino's consents are measured in weeks, Fnac Darty's European decisions in months, and none of these timetables is the company's own. It takes a person who can steer cash, financial communication and the relationship with each party at the same time, without any one of them taking precedence over the others.

The case of significant minority shareholders and funds

Two related configurations deserve particular attention from readers who invest in or support companies.

The significant minority shareholder. At Fnac Darty, Ceconomy holds 21.9% of the capital and acted, alongside Vesa Equity Investment, as scrutineer of the 2026 annual general meeting. According to the press, JD.com, which controls Ceconomy, undertook at the end of 2025 to remain a passive shareholder, with no seat on the board. This position is comfortable as long as it is stable. It becomes a structural unknown when an offer is launched: a passive shareholder decides the outcome with a single vote. An executive must be able to say, before the event, who the shareholders are, what they expect, and what they have declared.

The fund that holds several companies in the same sector. The general case, independent of the two matters discussed here, is found in private equity: one investor may hold several investments in a sector, with separate chief executive officers. Governance must then answer three questions: what information circulates between the portfolio companies, which decisions are arbitrated at the investor's level and which remain with management, and how potential conflicts, for instance over joint purchasing or asset disposals, are handled. In listed companies, these questions take the form of related-party agreements. In unlisted companies, they are settled in the shareholders' agreement. In both cases, what is not written down ends up being arbitrated in favor of whoever carries the most weight.

As a documented example, Fnac Darty entered into a shareholders' agreement with Ruby Equity Investment in July 2024, defining the governance and liquidity rights of each party over the entity holding the Unieuro shares. It is an ordinary case, which illustrates that this type of document exists in the life of a company well before any offer.

Common mistakes

Confusing shareholder stability with clarity of mandate. A known reference shareholder is reassuring, but it does not say who decides what. A chief executive officer who takes office on the strength of that stability often discovers, six months later, a practice he or she had not anticipated.

Discovering the conflict rule on the day of the conflict. Who is in a conflict of interest, who withdraws, who chairs the ad hoc committee: these questions are settled in calm conditions. A board that improvises them loses time and credibility at the moment it needs them most.

Taking a public intention for a commitment. Maintaining the management team, the head office or the dividend policy is a useful indication. It is not a contract, and the executive who builds a plan on it is exposed to a change of context.

Treating the significant minority shareholder as a spectator. A 21.9% shareholder that declares itself passive determines the outcome of an offer by its decision alone. To ignore it is not to know one's own capital.

Neglecting third parties' timetables. Competition authority, court, lenders: their dates are imposed on the company. A transformation plan that does not integrate them is a plan that does not survive its first slippage.

Recruiting for the track record and forgetting the framework. An executive who is brilliant in a company with no dominant shareholder may fail in a company that has one, and the reverse is true. The board must first describe the governance in which the executive will operate, then look for the profile.

How to assess an executive for a company with an active reference shareholder

1. What happened the last time your shareholder was a party to a board decision? The answer reveals whether the candidate has experienced a genuine recusal procedure, or only informal discussions, and what he or she learned from it.

2. What share of your last mandate was written down, and what share rested on habit? An executive who can tell the two apart also knows what needs to be formalized on arrival.

3. Describe a disagreement with a reference shareholder: on what, how it was expressed, how it ended. What is sought is the capacity to hold a position without a rupture, and to identify the right level of arbitration. An executive who has never disagreed, or who speaks of it only in terms of alignment, does not answer the question.

4. How have you run a company whose timetable was set by third parties? Authorities, court, lenders. The answer shows the candidate's relationship with uncertainty and with information discipline.

5. How do you organize what the shareholder, the board, the lenders and the market know? This is the most technical and the most discriminating question: it tells whether the candidate has already had to manage sensitive information at several levels, and under what rules.

Frequently asked questions

What is a reference shareholder? A shareholder that holds a sufficient share of the capital to carry lasting weight on decisions, without necessarily having legal control. At Fnac Darty, the offeror holds 28.45% of the share capital and voting rights (AMF, 7 May 2026): it is the largest shareholder, it does not have a majority. At Casino, France Retail Holdings is described as the reference shareholder in the company's press releases.

What happens at the board when the reference shareholder is a party to a decision? The board isolates the decision. At Fnac Darty, an ad hoc committee of independent directors examined the offer, assisted by an independent expert, and the board issued a unanimous favorable opinion on 9 March 2026. At Casino, the board of 10 July deliberated and voted only with those members who were not in a conflict of interest, on the recommendation of an ad hoc committee.

Where does the offer for Fnac Darty stand? It has been open since 12 May 2026 and will succeed if the offeror exceeds 50% of the share capital or voting rights at its closing. The foreign investment and foreign subsidies approvals and the AMF clearance have been obtained. The European merger control decision is expected in early November, following a notification on 14 September, with closing hoped for at the end of 2026. No result has been published to date.

Where does Casino's restructuring stand? On 10 July, the board selected the reference shareholder's proposal, subject to conditions relating to the TLB lenders' security and to the bank financing. The conciliation agreements with the banks were signed on 6 August. The amendment of the safeguard plan has yet to be examined by the Paris Economic Activities Court, which has also been seized of an application by lenders for termination of the plan. The consents of the other creditors have been extended until 31 October. The company is aiming for implementation by the end of the second half of 2026.

Does a chief executive officer retain autonomy in the face of a reference shareholder? It depends on what is written and on what is practised. The offeror for Fnac Darty has stated that it intends to maintain the management team and the strategy, which is a public intention, not a contractual commitment. Real autonomy is measured by the way disagreements are settled, and is prepared in the first hundred days of a mandate.

What executive profile suits this type of governance? An executive who has already operated in a company where the shareholder carries weight, who knows how to separate what falls under strategy from what falls under ownership, and who can hold a position without turning it into a conflict. The question is not one of sector but of configuration: dominant shareholder, significant minority shareholders, timetables imposed by third parties.

Key takeaways

• At the beginning of October 2026, neither the offer for Fnac Darty nor Casino's restructuring is closed: the reading proposed here concerns the governance they reveal, not their outcome.

• When the reference shareholder is a party to the decision, both boards isolate the decision: ad hoc committee, independent expert, recusal of conflicted members.

• The chief executive officer's mandate is read in three texts: the agreement with the shareholder, the public intention, and the practice built in the first hundred days.

• The other shareholders carry weight: Ceconomy at Fnac Darty (21.9%), the lenders at Casino. A reference shareholder governs in permanent negotiation.

• Recruitment in this framework is a consequence: it requires describing the governance before looking for the profile.

The Laroze Partners view

These situations are often judged by the shareholder: its intentions, its profile, its style. That is the wrong way in. What determines an executive's ability to succeed in a company where the shareholder carries weight is the quality of the framework, far more than the identity of the party proposing it. A clear framework, with written recusal rules, independent directors who have the means to say no, legible agreements and anticipated timetables, allows an executive to exercise his or her mandate fully. A vague framework makes him or her dependent on everyone's goodwill.

That is why we approach these mandates through governance before approaching profiles. The Laroze Pattern®, a method for the strategic reading of career trajectories, leadership behaviors and performance dynamics, helps us distinguish, in an executive's track record, what proves that he or she has already operated in a comparable configuration from what merely suggests it. Having run a listed company, or a company owned by a fund, does not yet say how one holds one's line when the owner is also the counterparty.

The companies that succeed in these configurations will not be those that have found the most brilliant executive. They will be those where the board has written down, before the crisis or the offer, who decides what, and where the executive has accepted that framework with full knowledge of it.

Sources

Fnac Darty, 2026 annual general meeting presentation and governance section · Fnac Darty, "EP Group's proposed public tender offer" page · EP Group and Fnac Darty press release of 26 January 2026 · Casino press releases of 6 and 10 July, 6, 7 and 28 August, 24 and 30 September 2026 · Cercle Finance, 14 September 2026 · Livres Hebdo, 17 September 2026 · AbcBourse, July 2026 · AMF, clearance decision of 7 May 2026 (as reported by the press) · E-commercemag, March 2026.