In an analysis published in Option Droit & Affaires, Pierre François examines the decision of 2 October 2026, by which the Conseil d’État confirmed the removal of Imapole, a professional practice company for radiologists that had opened its capital to financial investors. The market had been closely following the decision as a test case for all financialisation transactions in the healthcare sector. In the author’s view, it fails to establish the expected guiding principle and opens the door to greater arbitrariness.
A closely watched decision concerning a landmark transaction
Imapole had opened its capital within the regulatory limits, with at least 50% held by radiologists and no more than 25% held by non-practitioners, through ImaOne, which was itself owned by financial investors and the holding company of the founding doctors. Following several removals from the register that were successively suspended in interim proceedings, the Conseil d’État upheld the removal on the merits. The agreements entered into undermined the doctors’ professional independence, even though they retained effective control of the company.
Professional independence interpreted in administrative and financial terms
The Conseil d’État did not examine capital control, which it considered compliant with the applicable rules. Instead, it assessed the practitioners’ independence from an administrative and financial perspective, rather than focusing on their freedom in the practice of their profession. The author therefore raises the question of whether this is a leading case or a decision confined to its particular facts.
Management packages under scrutiny, but not prohibited as such
The Conseil d’État did not impose a general prohibition on incentive and reinvestment mechanisms. It identified two relevant factors. First, the practitioners concerned were involved at every level of the decision-making chain within the holding companies and Imapole. Second, a body of evidence consisting of the capital invested, the expected return, the timeframe and the anticipated remuneration indicated a lack of moderation in the expectation of a capital gain.
A framework for making transactions more legally secure
In addition to ensuring that the structures remain effectively controlled by the practitioners, the remuneration derived from professional practice must be balanced against the prospect of a capital gain. It must also be ensured that the governance of the professional practice company is not entirely controlled by the beneficiaries of the management package.
Legal certainty left to professional regulatory bodies
In the absence of binding rules, the balance will be assessed at the judges’ discretion, through a series of professional disciplinary decisions that are likely to be inconsistent and subsequently challenged. The author sees this as creating a risk of regulatory arbitrariness and as the beginning of a doctrine governing the remuneration levels of doctors.
Towards legislation affecting the valuation of medical imaging businesses
The government’s action plan, announced on 13 October, provides for guidance on the use of these structures in the first quarter of 2027. According to the author, such guidance will most likely only be capable of being implemented through legislation, whose provisions will affect the valuation of the sector.
« The Conseil d’État pays little regard to the rule of law »
— Pierre François, Partner, Franklin
Read the article in Option Droit & Affaires dated 21 October 2026
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