Company: Criteo S.A. (now Criteo S.A., Luxembourg)
Sector: Digital advertising, commerce data, and artificial intelligence
Stage 1 (Completed July 29, 2026): Cross-border conversion from France to Luxembourg; ADS program terminated; ordinary shares listed directly on Nasdaq as "CRTO"
Stage 2 (Announced): Cross-border merger from Luxembourg to the United States (wholly owned U.S. subsidiary); subject to shareholder approval
Expected Stage 2 Closing: January 2027
Planned Exchange Transfer: Nasdaq to NYSE

The cross-border conversion from France to Luxembourg was effected under EU Directive 2019/2121 (the Cross-Border Conversions Directive), which provides a harmonized legal framework for companies to convert their legal form and registered office from one EU member state to another while maintaining legal continuity — the company retains its legal identity, contracts, assets, and liabilities.

Key features of the completed conversion:

Legal continuity: Criteo's contracts, intellectual property registrations, employment agreements, and other legal relationships continue in force without novation or assignment. The company is the same legal entity; only its governing law and registered office have changed.

ADS termination: Criteo previously listed on Nasdaq through American Depositary Shares (ADS), each representing one ordinary share. The ADS structure was used because French corporate law and Nasdaq listing requirements created friction for direct listing of French shares. Under Luxembourg law, this friction is reduced, allowing direct listing of ordinary shares. Each ADS was exchanged for one ordinary share at termination.

Governing law change: Criteo is now governed by Luxembourg company law (the loi du 10 août 1915 concernant les sociétés commerciales, as amended) rather than French company law (the Code de commerce). Luxembourg company law is generally considered more flexible for capital market transactions, including share buybacks, capital reductions, and dividend distributions.

Shareholder rights: Luxembourg company law provides different shareholder rights than French law. Key differences include voting procedures, minority shareholder protections, and the rules governing extraordinary general meetings. Shareholders should review the updated articles of association.

Tax treatment: The conversion may have tax implications for shareholders depending on their jurisdiction of residence. Shareholders should consult their tax advisors.

The second stage — redomiciliation from Luxembourg to the United States — will be effected through a cross-border merger in which Criteo merges into its wholly owned U.S. subsidiary. Following the merger, the U.S. subsidiary will be the surviving entity and will be governed by U.S. (Delaware) corporate law.

This structure is commonly used for European companies seeking to redomicile to the United States because it avoids the need for a direct cross-border conversion (which is not available between EU and non-EU jurisdictions under current law) and instead uses the merger mechanism.

The cross-border merger requires approval from Criteo's shareholders at an extraordinary general meeting. The proxy statement must include:

Merger terms: The exchange ratio (Criteo Luxembourg shares to Criteo U.S. shares), the treatment of outstanding equity awards, and the terms of the surviving entity's charter documents.

Fairness analysis: The board must demonstrate that the merger terms are fair to shareholders. A fairness opinion from an independent financial advisor is standard practice.

Tax analysis: The merger may be a taxable event for shareholders in some jurisdictions. The proxy statement must include a comprehensive tax disclosure.

Following the redomiciliation, Criteo will be governed by Delaware General Corporation Law (DGCL). Key features of Delaware corporate law relevant to Criteo's stated objectives include:

Share buybacks: Delaware law provides significant flexibility for share repurchases, subject only to the solvency test (the company must be able to pay its debts as they come due). This is more permissive than Luxembourg law, which imposes additional restrictions on capital reductions.

Index eligibility: Many U.S. equity indices require constituent companies to be incorporated in the United States. Redomiciliation to Delaware may make Criteo eligible for inclusion in indices from which it was previously excluded as a foreign private issuer.

NYSE listing: Criteo plans to transfer its listing from Nasdaq to NYSE following the redomiciliation. NYSE listing requirements and the transfer process must be managed in parallel with the merger.

French and Luxembourg corporate law require employee representation on the supervisory board (conseil de surveillance) or board of directors for companies above certain size thresholds. Delaware corporate law does not require employee representation. The redomiciliation will eliminate Criteo's employee representation obligations, which may require consultation with employee representatives before the merger is approved.

Existing contracts: Criteo's contracts are governed by various laws depending on the jurisdiction of the counterparty. The cross-border merger maintains legal continuity, so existing contracts continue in force. However, contracts that specify the governing law as French or Luxembourg law may need to be reviewed.

Data protection: Criteo processes large volumes of personal data as part of its digital advertising business. As a Luxembourg company, Criteo is subject to the GDPR under the jurisdiction of the Luxembourg data protection authority (CNPD). Following redomiciliation to the United States, Criteo's GDPR compliance framework must be reviewed to ensure continued compliance with EU data protection requirements for its European operations.

Criteo's two-stage restructuring reflects a strategic decision to align its corporate domicile with its primary capital market (the United States) and its primary investor base (U.S. institutional investors). The elimination of the ADS structure reduces administrative complexity and cost. The redomiciliation to Delaware is intended to improve index eligibility, simplify capital market transactions, and align Criteo's governance with U.S. investor expectations.

This article is based on publicly available announcements. It does not constitute legal or investment advice.