How to Do a Cross‑border M&A in France: Merger Control, FDI Screening & Deal‑structure Checklist

Understanding how to do a cross‑border M&A in France now requires deal teams to recalculate their compliance obligations from the ground up. On 14–15 April 2026, the French parliament adopted the Economic Life Simplification Bill (Loi de simplification de la vie économique), raising the country’s merger‑control notification thresholds for the first time in more than two decades. The new thresholds materially change the filing calculus for mid‑market transactions, while France’s foreign‑direct‑investment (FDI) screening regime continues to expand its sectoral reach, creating a parallel track that can add weeks, or months, to deal timelines.

This guide delivers the practical steps, worked threshold arithmetic, and structuring tactics that M&A counsel and corporate development teams need to move from letter of intent to closing with confidence.

Quick Checklist, Is This Deal Reportable?

Short answer: Run the two‑limb turnover test under the new French merger filing thresholds first, then check whether the target’s sector triggers FDI screening. If the answer to either is “yes”, you have a mandatory filing obligation before closing.

Decision‑tree flowchart

• Step 1, EU jurisdiction check. Does the transaction meet the EU Merger Regulation turnover thresholds? If yes, the European Commission has exclusive jurisdiction and no French filing is needed (subject to narrow referral rules).
• Step 2, French merger control test. Do the parties’ combined worldwide turnover and individual French turnover exceed the new thresholds adopted on 14–15 April 2026? If yes, notify the Autorité de la concurrence before closing.
• Step 3, FDI screening. Is the acquirer a non‑French (or, in some sectors, non‑EU) investor? Does the target operate in a designated sensitive sector? If yes, obtain prior authorisation from the Minister for the Economy.
• Step 4, Dual track. If both Step 2 and Step 3 apply, plan parallel filings and align the longer timeline into the SPA’s conditions precedent.

Worked example A, share sale, filing required

A German industrial buyer acquires 100 % of a French automation company. The buyer group’s worldwide turnover is €900 million. The target’s French turnover is €95 million. Together, at least two parties each achieve more than €80 million of turnover in France. The combined worldwide turnover of €995 million exceeds €250 million. Result: an Autorité de la concurrence notification is mandatory.

Worked example B, asset purchase, no filing

A US private‑equity fund acquires a single French manufacturing plant from a diversified conglomerate. The plant’s standalone turnover attributable to France is €40 million. The fund’s existing French portfolio companies generate €35 million of French turnover. Neither party individually exceeds the €80 million French turnover limb. Result: no Autorité filing is required under the new thresholds, but the acquirer must still verify whether FDI screening applies given the manufacturing sector.

Merger Control Thresholds France 2026, Who Must Notify?

Short answer: Since the adoption of the Economic Life Simplification Bill on 14–15 April 2026, a concentration must be notified to the Autorité de la concurrence when (a) the combined worldwide turnover of all parties exceeds €250 million and (b) at least two parties each achieve individual turnover in France exceeding €80 million.

New thresholds at a glance

The increase is significant. Industry observers expect a measurable drop in French filing volumes in the medium term, particularly for mid‑market deals where the target’s French turnover previously sat between €50 million and €80 million. The Autorité has also signalled interest in a complementary framework to capture below‑threshold transactions that may nonetheless raise competition concerns, a development deal teams should monitor closely.

EU vs French jurisdiction, when the EU Merger Regulation applies

The EU Merger Regulation (Council Regulation (EC) No 139/2004) grants the European Commission exclusive competence where the concentration has a “Community dimension.” In practice, this means the Commission reviews the deal, not the Autorité, when the parties’ combined worldwide turnover exceeds €5 billion and at least two parties each achieve EU‑wide turnover of more than €250 million, unless each achieves more than two‑thirds of its EU‑wide turnover within a single member state. A second alternative set of thresholds applies at lower levels (€2.5 billion combined worldwide; €100 million in each of at least three member states).

When EU thresholds are met, no parallel French filing is required unless the Commission refers the case back to France under Article 9 of the EU Merger Regulation. Referrals remain uncommon but can occur when a deal predominantly affects French markets.

How to Notify the Autorité de la Concurrence, Step‑by‑Step Filing Workflow

Short answer: The acquiring party (or parties in a joint venture) must submit a completed notification form to the Autorité before closing. In practice, deal teams engage in informal pre‑notification discussions to agree on market definitions and the scope of information required.

Pre‑notification checklist

• Identify the notifying party. In a share acquisition, this is typically the buyer. In a merger, all merging entities may be joint notifiers.
• Compute turnover. Use the audited accounts from the most recent completed financial year. Turnover in France is determined by where goods are delivered or services performed, not where the entity is incorporated.
• Initiate pre‑notification contacts. Approach the Autorité’s merger unit informally to discuss the case, market definitions, and any competition issues. This step is not mandatory but is strongly recommended, as it can significantly shorten the formal review period.
• Prepare supporting documents. Gather the signed transaction agreement, board resolutions, annual reports, market studies, and internal strategy documents relating to the deal rationale.

Drafting the notification form and required annexes

The notification is submitted using the Autorité’s standard form. Key annexes include:

• A description of the transaction, including the commercial rationale and the parties’ activities
• Turnover figures for all undertakings concerned, broken down by France, EU and worldwide
• Market share estimates and HHI (Herfindahl‑Hirschman Index) data for affected markets
• Copies of all transaction documents (SPA, SHA, side letters)
• Internal documents discussing competition, market entry, or expansion plans relevant to the deal

Fees and practical filing tips

There is currently no filing fee payable to the Autorité de la concurrence for merger notifications. Deal teams should, however, budget for the legal and economic advisory costs of preparing the filing, particularly where market definitions are contested or the transaction raises horizontal overlaps.

Timeline for Autorité review

The vast majority of notified concentrations in France are cleared during Phase I. Early and comprehensive pre‑notification engagement remains the single most effective way to accelerate the timeline for Autorité review.

FDI Screening France 2026, What Triggers a Filing and How It Affects Timing

Short answer: Any non‑French investor (and in certain sectors, any non‑EU investor) acquiring control, or, in some cases, exceeding 25 % of voting rights, of a French entity operating in a designated sensitive sector must obtain prior authorisation from the French Minister for the Economy before closing the transaction.

Sectors of concern

France’s FDI screening regime covers a broad and expanding list of sectors deemed essential to national security, public order, or strategic interests. These include:

• Defence, weapons, dual‑use technologies, and ammunition
• Cybersecurity and critical digital infrastructure
• Energy (electricity, gas, hydrocarbons) and water supply
• Telecommunications and electronic communications
• Public health and the supply of medicinal products
• Artificial intelligence, semiconductor manufacturing, and quantum technologies
• Food security (added in recent years)
• Media and press (certain thresholds)

The practical effect of these expansions is that a substantial portion of cross‑border M&A activity in France now intersects with FDI screening. Deal teams must assess sector coverage as early as the due‑diligence phase.

Who files and when

The foreign investor files the FDI authorisation request with the Ministry for the Economy’s Direction Générale du Trésor. The request must be submitted before closing, completing a controlled transaction without prior authorisation constitutes a criminal offence. The Ministry typically has 30 business days to acknowledge receipt and provide an initial response, followed by a further 45 business days for an in‑depth assessment if required. Conditional clearances with behavioural or structural commitments are increasingly common.

Parallel filings, Autorité vs FDI, and priority sequencing

Where both merger control and FDI screening apply, deal teams must manage two parallel regulatory tracks that run on different clocks and serve different policy objectives. The table below highlights the key timing differences.

Early indications suggest that deal teams achieving the best outcomes coordinate both filings from the outset, embedding a unified conditions‑precedent clause in the SPA that references clearance from both the Autorité and the Ministry. This avoids a scenario where one clearance expires before the other is obtained.

Deal Structuring Checklist for Cross‑Border M&A in France: Share Sale vs Asset Sale

Short answer: The choice between a share sale and an asset sale has direct implications for whether French merger filing thresholds are crossed, how FDI screening applies, and the overall tax and liability profile of the deal.

Share sale vs asset sale, comparison table

Structuring tactics to limit or avoid a filing

Deal structuring to avoid filing in France is lawful provided it reflects genuine commercial objectives and does not constitute an artificial arrangement designed to circumvent merger‑control rules. Practical approaches include:

• Carve‑out transactions. Acquire only the business line or asset portfolio that falls below the French turnover limb, with the remainder retained or sold separately.
• Staged acquisitions. In certain cases, an initial minority stake below the control threshold may not trigger a filing, with a subsequent acquisition of control planned and notified once conditions are met.
• Asset‑based structures. Purchasing specific assets rather than shares may reduce the turnover attributable to the transaction below the €80 million individual French turnover limb.
• Joint venture structures. A full‑function joint venture triggers its own notification assessment; however, a non‑full‑function joint venture (one that does not perform all functions of an autonomous economic entity on a lasting basis) may fall outside the merger‑control regime.

Any structuring decision must be taken with antitrust counsel and should be defensible under both French and EU law. The Autorité retains the power to request notification of below‑threshold transactions in exceptional circumstances, and the likely practical effect of the April 2026 reforms will be increased scrutiny of creative deal structures.

Practical Timelines and “What to Do at Signing” Checklist

The following timeline provides a realistic working sequence for a cross‑border M&A in France where both merger control and FDI screening apply. Adjust durations based on deal complexity and pre‑notification engagement.

Build at least 90–120 calendar days between signing and the long‑stop date for deals requiring both filings. Complex Phase II cases or FDI commitments negotiations may extend the timeline to 180 days or more.

Worked Examples and Calculator Notes

The following three mini cases illustrate how the merger control thresholds France 2026 operate in practice:

• Case 1, Filing required (both tracks). A Japanese semiconductor group (worldwide turnover: €4 billion; French turnover: €120 million) acquires a French cybersecurity firm (French turnover: €90 million). Both French turnover limbs exceed €80 million and the combined worldwide turnover exceeds €250 million. The target operates in a designated FDI sector. Result: Autorité notification and FDI authorisation both required.
• Case 2, FDI only. A Canadian pension fund acquires a 30 % stake in a French defence subcontractor (French turnover: €60 million). The fund has no existing French portfolio. The individual French turnover limb of €80 million is not met by the fund, so no Autorité filing is needed, but the defence sector triggers FDI screening. Result: FDI authorisation required; no merger‑control filing.
• Case 3, No filing. A UK private‑equity firm acquires a French luxury‑goods retailer (French turnover: €70 million). The buyer’s existing French portfolio turnover is €45 million. Neither party exceeds €80 million individually. Luxury goods is not a designated FDI sector. Result: no Autorité filing and no FDI authorisation required.

These examples underscore why precise turnover arithmetic, performed against the post‑April 2026 thresholds, is the essential first step in any cross‑border M&A in France.

Conclusion, Next Steps for Your Cross‑Border M&A in France

The April 2026 threshold increases have reset the filing calculus for cross‑border M&A in France, but the compliance framework remains demanding. Deal teams should compute turnover against the new €250 million / €80 million thresholds, assess FDI sector exposure, and build realistic parallel‑filing timelines into every SPA. The earlier you engage with both the Autorité de la concurrence and the Ministry for the Economy, the greater your control over the transaction timetable. For a tailored threshold assessment or guidance on structuring your next French acquisition, find a cross‑border M&A lawyer in France through the Global Law Experts directory.

Sources

1. Autorité de la concurrence, Press Releases and Guidance
2. Latham & Watkins, Merger Control in France: French Parliament Increases Notification Thresholds
3. European Commission, Competition Policy: Mergers Overview
4. Sullivan & Cromwell, France M&A Country Note
5. Mergerfilers, Decision Database
6. Clifford Chance, Europe’s Evolving Antitrust and FDI Landscape
7. Celis Institute, France’s FDI Regime: Recent Decisions Signal More Oversight
8. Baker McKenzie, Global Private M&A Guide: France Deal Structures