On 23 September 2026, Christian Dior SE announced that the Arnault family group plans to fold its chain of holding companies into a single listed company. The new company would be called Agache and take the form of a société en commandite par actions, or SCA, a partnership limited by shares. Bernard Arnault and a family company, Agache Commandité, would be its general partners, and Bernard Arnault its manager. The new Agache would own 49.76% of LVMH’s capital and 65.55% of its votes.
The release states the purpose plainly: to ensure “the continuity of its control over LVMH.” It is a textbook case of keeping control across generations, built on an old French legal form. (For the other building blocks, see Holding Structures in Plain English.)
The chain today
According to the release and AFP, as of 23 September:
- Agache, the family’s top company and already an SCA since 2022, owns all of Financière Agache, plus 0.65% of Christian Dior and 0.51% of LVMH directly.
- Financière Agache owns 96.00% of Christian Dior’s capital (97.10% of the votes) and 6.77% of LVMH.
- Christian Dior SE, listed in Paris, owns 42.47% of LVMH, according to AFP.
- In total, the family group holds 50.33% of LVMH’s capital and 66.27% of its votes.
When Agache became an SCA in 2022, Reuters reported that Agache Commandité is owned in equal parts by Bernard Arnault’s five children. That is the link to succession: the company that holds the general partner role already belongs to the next generation.
The plan, step by step
- Financière Agache merges into Agache. This is already under way.
- Agache merges into Christian Dior.
- At the same moment, Christian Dior becomes an SCA and takes the name Agache. French law does not allow a European company (SE) to become an SCA directly, so Dior shareholders must first vote, at a separate meeting, to turn it into an ordinary société anonyme.
The result is one listed company, Agache SCA, holding 49.76% of LVMH’s capital and 65.55% of its votes, which the release calls “substantially all” of the family’s stake. Votes run ahead of capital because LVMH gives two votes to shares held in registered form for more than three years.
Agache Commandité and Bernard Arnault would keep the general partner role they hold at Agache, and Bernard Arnault would be the manager. Their financial rights as general partners would be capped at €3 million a year. A supervisory board, made up of Dior’s current directors plus new outside members including independents, would oversee management. On 7 October, Dior co-opted two independent directors, Tony Estanguet and Xavier Musca, in place of Nicolas Bazire and Maria Luisa Loro Piana, who resigned.
What Dior’s outside shareholders are offered
Converting into an SCA triggers a buyout offer, because outside shareholders lose much of their influence. Here, outsiders own 2.44% of Dior, worth about €1.63 billion at the 22 September close.
- Cash, no squeeze-out. The offer would be paid in cash. Those who stay become shareholders of Agache SCA.
- Price formula. 95% of Dior’s revalued net assets, based on the one-month average LVMH share price. An illustrative figure was €469.05 per share, 27.3% above the 22 September close, including a €6.05 interim dividend payable on 3 December 2026. The release says this does not prejudge the final price.
- Checks. An independent expert will report on whether the price is fair, under the supervision of an ad hoc board committee, and the AMF, France’s market regulator, must clear the offer.
- Timing. Meetings to approve the mergers and the conversion are planned for the end of December 2026, and the offer for the first quarter of 2027.
AFP reported that Dior shares rose about 17% the next morning.
The SCA in plain English
An SCA has two kinds of partners.
- General partners (commandités) hold the power. They choose the managers, and they are liable without limit for the company’s debts.
- Limited partners (commanditaires) are ordinary shareholders. They risk only what they invested. They approve the accounts and dividends and elect a supervisory board, which watches management but does not run it. General partners cannot vote on who sits on that board.
The lock is in the first line. Managers are named by, or with the consent of, the general partners, and KPMG Avocats describes removing a manager without the general partners’ agreement as “practically impossible.” A bidder could buy a majority of the shares and still not take charge. The price is unlimited liability. In practice, a general partner is often a dedicated company, such as Agache Commandité or Michelin’s SAGES.
Who else uses it
Michelin has been a partnership limited by shares since 1951. Its general partners are its managing chairman, Florent Menegaux, and SAGES. Hermès International describes itself as a “limited partnership with shares”.
Hermès is a pointed example. LVMH built up a stake of about 23% in Hermès. In September 2014, after a conciliation proposed by the president of the Paris commercial court, it agreed to hand those shares to its own shareholders and not to buy more for five years. The Hermès family kept control. The Arnaults have used the same form at Agache since 2022, and now plan to make their listed holding one too.
A fair caveat
The plan still needs shareholder votes, AMF clearance and waivers, and its terms, starting with the offer price, are not final. Outside shareholders give up most of their ability to change management, which is the point of the structure and also its cost. The release does not discuss succession or the children’s roles; what we say about Agache Commandité comes from 2022 reporting.
Five lessons to take away
- Control and capital can be separated. Under half of LVMH’s capital would carry about two-thirds of its votes.
- Fewer layers make control simpler. Three companies become one, with one set of rules.
- Give the next generation the control role early. Agache Commandité is reported to be owned equally by the five children.
- Minority shareholders get a price, not a vote. The law gives them an exit when the form changes.
- Old legal forms can be the strongest. Michelin, Hermès and now the Arnaults rely on the same structure.
Questions to bring to your advisors
Who in our family holds control rights, as opposed to economic rights, and what happens to them at succession? Could a partnership-style structure work in our country, and what liability would the general partner carry? How would minority shareholders be treated if we changed our structure? These are questions to bring to your advisors, not advice.