Cross-border M&A Lawyers France 2026: Thresholds, Notification & FDI Clearance

France’s merger control landscape shifted materially in April 2026 when the French Parliament adopted higher turnover thresholds for mandatory notification to the Autorité de la concurrence, marking the first significant recalibration in more than a decade. Alongside those changes, the 2026 Finance Bill and transpositions linked to the Capital Requirements Directive VI (CRD6) have tightened the foreign direct investment screening France applies to sensitive-sector acquisitions by non‑EU investors. For general counsel, private equity sponsors, and international acquirers seeking cross‑border M&A lawyers France can now offer, understanding how these parallel regimes interact, and how to sequence filings to avoid suspension risk, is no longer optional.

This guide sets out every practical step deal teams need to take, from threshold arithmetic through Autorité filing to FDI clearance and EU call‑in contingencies.

The sections below cover the exact threshold figures and effective dates, a step-by-step notification flowchart, the filing process (forms, documents and antitrust filing fees France imposes), the updated FDI screening regime, interaction and sequencing strategies including EU call‑in powers, a practical deal timeline checklist, and worked examples for EU buyers, non‑EU buyers, and asset purchases.

Merger Control Thresholds France 2026, Significant Changes

Under Articles L. 430‑1 and L. 430‑2 of the French Code de commerce, a concentration must be notified to the Autorité de la concurrence when the parties’ combined and individual turnovers exceed the statutory thresholds. The April 2026 legislation raised those thresholds substantially, as outlined by the Autorité de la concurrence and published in the Journal officiel via Legifrance. The new figures took effect for any transaction whose agreement, bid, or acquisition of control was concluded on or after the date of publication in the Journal officiel in mid‑April 2026.

Worked numeric example

Consider a US‑based industrial group (worldwide turnover €4 billion, French turnover €90 million) acquiring a French target (worldwide turnover €120 million, French turnover €85 million). Under the previous thresholds the deal would clearly have been notifiable: combined worldwide turnover exceeded €150 million and each party exceeded €50 million in France. Under the 2026 thresholds the deal remains notifiable, combined worldwide turnover far exceeds €250 million, and both parties exceed the new €80 million French turnover test. However, if the target’s French turnover were only €70 million the transaction would fall below the revised individual French threshold and no mandatory merger notification France requires would arise, even though it would have been caught under the old regime.

Industry observers expect the higher thresholds to remove a significant number of mid‑market transactions from the Autorité’s docket, accelerating deal timelines for smaller cross‑border acquisitions while focusing the authority’s resources on deals with the greatest competitive impact on the French market.

Notification Triggers and Scope for Cross‑Border M&A in France

Even with the raised thresholds, understanding exactly which transactions trigger a mandatory merger notification France imposes under the Code de commerce remains critical. The obligation is suspensory: parties may not close the transaction before receiving clearance.

Concentration definition

A notifiable concentration arises where there is a lasting change in the control of one or more undertakings. This includes full mergers, acquisitions of sole or joint control (whether by share purchase, asset purchase, or contract), and the creation of full‑function joint ventures. Minority shareholdings that confer decisive influence, through veto rights, board seats, or contractual provisions, can also constitute a concentration.

Entity tests, who is caught?

Turnover must be calculated on a group‑wide basis, including all entities over which a party exercises decisive influence. For cross‑border M&A compliance, this means a small French target can trigger notification if the acquirer’s global group pushes combined worldwide turnover above €250 million and both sides clear the €80 million French turnover line.

• Share deals. Turnover of the target’s entire group is counted.
• Asset deals. Only turnover attributable to the assets transferred is counted, a distinction that can move a transaction below the individual French threshold.
• Joint ventures. Turnover of all parent companies and the JV itself are aggregated.

Exemptions and special cases

Certain intra-group restructurings where ultimate control does not change are exempt. Temporary acquisitions by financial institutions acting as underwriters may also fall outside the scope, provided shares are resold within a defined period. Transactions exclusively subject to the EU Merger Regulation (because they meet the EU-level thresholds under the EUMR) are reviewed by the European Commission rather than the Autorité, unless they are referred back to France under Article 9 of the EUMR.

Filing Process with the Autorité de la Concurrence, Forms, Documents and Fees

Once a deal is confirmed as notifiable, the parties must submit a complete notification to the Autorité de la concurrence before closing. The filing is made using the Autorité’s standard notification form, which requires detailed information on the parties, market definitions, competitive overlaps, and vertical relationships. The Autorité’s official website publishes the current form and procedural guidelines.

Initial form and documentation

Parties should prepare the following as part of any Autorité de la concurrence filing:

• Completed notification form. Full descriptions of the transaction, the parties, group structures, and turnover calculations.
• Transaction documents. The signed sale and purchase agreement (or draft, if pre-signing notification is sought), shareholders’ agreements, and any ancillary restraint arrangements.
• Market data. Market share estimates for every affected market (horizontal overlaps where combined share exceeds 25 %, and vertical relationships where either party holds 30 % or more).
• Internal strategy documents. Board presentations, investment memoranda, and due-diligence reports analysing competitive conditions.
• Contact details for competitors, customers, and suppliers. For use in the Autorité’s market testing.

Antitrust filing fees France, 2026 schedule

The simplified procedure is available for transactions that do not raise horizontal overlaps above defined market-share thresholds or significant vertical concerns. It substantially shortens the review timeline.

Timeline and procedural stages

The procedural clock starts once the Autorité confirms the notification is complete. The key stages are:

• Phase I review. The Autorité has 25 working days from the date of completeness to issue a decision. For simplified cases, the period is typically shorter in practice.
• Phase II review. If serious doubts remain, the Autorité opens an in-depth investigation lasting an additional 65 working days (extendable by 20 working days if remedies are offered).
• Pre-notification contacts. The Autorité encourages pre-notification discussions, which can take two to four weeks and help ensure the formal clock starts without requests for additional information that would reset the timetable.

The likely practical effect of the 2026 threshold increases is that the Autorité will handle a smaller caseload at Phase I, potentially resulting in faster processing for the deals that remain notifiable.

Foreign Direct Investment Screening France, Law, Scope and 2026 Changes

France operates one of the most extensive FDI screening regimes in the European Union, governed by Articles L. 151‑3 and R. 151‑1 et seq. of the Code monétaire et financier. The regime requires prior authorisation from the Ministry of Economy for investments by non‑French investors that result in the acquisition of control, or, in certain cases, the crossing of specific shareholding thresholds, in entities operating in sensitive sectors. Guidance is published on the Ministry’s foreign investment portal.

Which investors and transactions trigger screening

The scope of foreign direct investment screening France applies depends on the investor’s origin:

• Non‑EU / non‑EEA investors. Screened when they acquire control or cross specified shareholding thresholds (historically 25 % of voting rights, lowered temporarily to 10 % for listed companies in certain sensitive sectors, a temporary measure that has been renewed and refined through the 2026 Finance Bill).
• EU / EEA investors. Generally screened only when they acquire control of an entity in a narrow list of defence- and security-related sectors, though the 2026 amendments expanded the sensitive-sector list to include additional critical technology, semiconductor, and advanced materials activities linked to CRD6 transpositions.

The sensitive sectors subject to screening encompass defence, dual-use technologies, critical infrastructure (energy, water, transport, telecoms), cybersecurity, artificial intelligence, semiconductor manufacturing, food security, media, and, following the 2026 updates, certain financial-sector activities linked to CRD6 systemic stability provisions.

FDI clearance process and timing

The FDI clearance process runs on its own timeline, separate from merger control:

• Phase 1, Initial review. The Ministry has 30 business days from receipt of a complete filing to issue a decision or open an in-depth review.
• Phase 2, In-depth review. An additional 45 business days, during which the Ministry may request further information (which stops the clock) and negotiate conditions or commitments.
• Outcome. The Ministry may approve unconditionally, approve subject to conditions (e.g., maintaining jobs, preserving technology in France, appointing independent directors), or, rarely, prohibit the investment.

Remedies and conditions

Conditions attached to FDI clearance frequently include obligations to maintain strategic activities on French soil, restrictions on transferring intellectual property outside France, and ongoing reporting requirements. Non-compliance can result in injunctions, fines, and, in extreme cases, forced divestiture. Early indications suggest the 2026 amendments have broadened the Ministry’s toolkit for imposing conditions, particularly in the semiconductor and advanced-materials sectors.

Interaction and Sequencing: Merger Control, FDI Screening and EU Call‑In

One of the most strategically consequential aspects of cross‑border M&A compliance in France is managing the interaction between the Autorité de la concurrence’s merger control review, the Ministry of Economy’s FDI screening, and the European Commission’s ability to call in transactions. Getting the sequencing wrong can add months to a deal timeline or, worse, expose the parties to fines for gun‑jumping.

EU call‑in powers explained

Under Article 22 of the EU Merger Regulation, as interpreted by the European Commission’s competition policy guidance, a Member State (or the Commission itself) may request that a transaction be referred to Brussels for review even if it falls below national thresholds. This mechanism has been used with increasing frequency since 2021, particularly for deals involving innovative or digital-economy targets with low turnover but significant competitive potential. For cross‑border M&A in France, the risk is that a deal which falls below the new 2026 French thresholds could still be captured by an EU call‑in, resetting the review timeline entirely.

Practical sequencing scenarios

• Scenario A, EU buyer, no FDI trigger. File with the Autorité on signing. No FDI filing required. Monitor for EU call‑in risk during Phase I. Expected timeline: 8–12 weeks from signing to closing.
• Scenario B, Non‑EU buyer, sensitive sector. File simultaneously with the Autorité and the Ministry of Economy. Align pre-notification contacts for both filings. Expect the FDI timeline to be the critical path. Expected timeline: 12–20 weeks.
• Scenario C, Below French thresholds, potential EU call‑in. No French filing required, but consider voluntary informal contact with the Autorité to reduce call‑in risk. Proceed to FDI filing if applicable. Expected timeline: variable, 6 weeks if no call‑in; up to 6 months if called in.

Deal Checklist and Practical Timing Template for Cross‑Border M&A in France

Acquirers and their advisers should build regulatory-clearance timelines into the deal structure from the letter-of-intent stage. The following checklist provides a practical framework for both straightforward (Phase I only) and complex (Phase II and FDI) scenarios.

Pre-notification diligence (weeks 1–3 after signing)

• Threshold analysis. Calculate combined worldwide and individual French turnovers using audited accounts; confirm whether the 2026 merger control thresholds France now applies are met.
• Sector sensitivity screening. Determine whether the target operates in any FDI-sensitive sector; identify whether the buyer’s origin triggers FDI filing obligations.
• EU call‑in risk assessment. Evaluate whether the transaction could attract an Article 22 referral, particularly relevant for deals below French thresholds involving innovative targets.
• Pre-notification contacts. Initiate informal discussions with the Autorité (and the Ministry, if FDI applies) to scope data requests and potential issues.

Filing week-by-week plan

• Week 4. Submit formal notification to the Autorité. If FDI applies, submit the FDI authorisation request to the Ministry simultaneously.
• Weeks 5–9 (Phase I). Respond to information requests. The Autorité’s 25-working-day clock runs. Monitor for Phase II opening or simplified clearance.
• Weeks 10–12 (if Phase I only). Receive clearance decision. If FDI clearance has also been obtained, proceed to closing.
• Weeks 10–22 (if Phase II). In-depth review. Negotiate remedies if required. FDI Phase 2 may also be running in parallel.

Remedies negotiation tips

• Hold-separate arrangements. Structure hold-separate provisions in the SPA to maintain competitive independence between signing and closing, reducing gun‑jumping risk during extended reviews.
• Escrow mechanisms. Place consideration in escrow to protect both parties if regulatory clearance is delayed or conditions are imposed.
• Sunset clauses. Include a long-stop date of at least 12 months (or 18 months for complex multi-jurisdictional deals) to accommodate potential Phase II and FDI review extensions.
• Early remedy proposals. Where competitive overlaps are clear, submitting remedy proposals early in Phase I can accelerate clearance and avoid a Phase II opening.

Worked Examples: EU Buyer, Non‑EU Buyer and Asset Purchase

Example 1, EU buyer acquiring a French software company

A German technology group (worldwide turnover €2 billion, French turnover €100 million) acquires 100 % of a French SaaS company (worldwide turnover €60 million, French turnover €55 million). The combined worldwide turnover exceeds €250 million, but the target’s French turnover (€55 million) falls below the €80 million individual threshold. Result: no mandatory notification to the Autorité. However, since the target operates in cybersecurity, the acquirer should assess EU call‑in risk and may voluntarily engage with the Autorité to reduce uncertainty.

Example 2, Non‑EU buyer acquiring a French defence subcontractor

A South Korean industrial conglomerate (worldwide turnover €15 billion, French turnover €200 million) acquires a French company manufacturing dual-use components (worldwide turnover €500 million, French turnover €120 million). Both the combined worldwide threshold (€250 million) and the individual French threshold (€80 million) are exceeded. Result: mandatory Autorité notification and FDI authorisation required because the target operates in a sensitive defence-related sector and the buyer is non‑EU. Expected timeline: 16–22 weeks with parallel filings.

Example 3, Asset purchase in the retail sector

A French retailer (combined French retail turnover €1 billion) acquires a portfolio of 40 stores from a competitor (turnover attributable to the stores: €60 million). The combined French retail turnover exceeds the revised retail-sector threshold of €150 million, but only the turnover of the stores being acquired is counted for the individual test. At €60 million, this falls below the €80 million individual threshold. Result: no notification required under the general test. Cross‑border M&A lawyers France-based practitioners consult in such cases should nonetheless check whether any specific local-market analysis could trigger scrutiny under the Autorité’s residual powers.

Conclusion: Key Takeaways for Cross‑Border M&A Compliance in France

The 2026 changes to France’s merger control thresholds and FDI screening regime create both opportunities and new complexity for international deal teams. Industry observers expect the practical effect to be threefold: fewer mid-market deals will require Autorité notification, those that do will face an authority with a more focused caseload and potentially faster review, and non-EU acquirers in an expanded list of sensitive sectors must plan for longer parallel clearance timelines.

• Recalculate every pipeline deal. The raised thresholds (€250 million combined worldwide, €80 million individual French) may take transactions off the mandatory filing list, but verify with up-to-date turnover figures before relying on this.
• Build parallel filing timelines. For non‑EU buyers or deals in sensitive sectors, FDI and Autorité filings should be launched simultaneously to avoid sequential delays.
• Monitor EU call‑in risk. Deals below French thresholds are not risk-free if they involve innovative, digital, or critical-technology targets, Article 22 referral remains a live possibility.

Engaging experienced cross‑border M&A lawyers France can provide is essential for navigating these overlapping regimes efficiently. Early pre-notification engagement with both the Autorité and the Ministry of Economy, combined with a well-structured SPA (hold-separate provisions, escrow, and appropriate long-stop dates), remains the most reliable way to minimise deal risk.

Sources

1. Autorité de la concurrence, Official website
2. French Ministry for the Economy, Foreign investment guidance
3. Legifrance, Official texts and legislative changes
4. European Commission, Competition policy and merger regulation
5. Invest Europe, European M&A regulatory landscape
6. Jones Day, EU reporting requirements under the Foreign Subsidies Regulation