Cross-Border Transactions and Foreign Investment Advisory

Securing cross-border transactions exposed to screening regimes in Europe and the United States

Certain cross-border transactions can no longer be assessed solely through financial, legal or industrial criteria.

Where an acquisition involves a strategic asset, a critical technology, sensitive infrastructure, protected data, an essential supply chain or an activity related to defense, the feasibility of the transaction may depend on several public authorities.

A transaction may therefore be simultaneously exposed to:

foreign investment screening in France;
European cooperation mechanisms for foreign investment screening;
the attention of the European Commission where the transaction affects a project, program or strategic interest of the European Union;
CFIUS where the transaction has a U.S. nexus;
broader issues of economic security, industrial sovereignty and State-related risk.

In these situations, the issue is not merely regulatory.

It becomes strategic.

Relians assists investors, investment funds, industrial groups, investment banks, M&A teams and legal advisers in analyzing, structuring and securing cross-border transactions exposed to foreign investment screening regimes.

Cross-Border Transactions : when it goes beyond the national framework

A sensitive acquisition may be cleared in one State, questioned in another and flagged at European level.

It may also require a U.S. assessment if the target holds assets, contracts, technologies, data, subsidiaries or activities exposed to the United States.

This overlap of regimes creates a specific risk for transaction execution:

risk of mandatory or voluntary filing;
risk of coordination between authorities;
risk of an extended timeline;
risk of conditions imposed on the investor;
risk of mitigation measures;
risk of adverse political or institutional perception;
risk of impact on valuation, signing or closing.

In a sensitive cross-border transaction, the question is therefore not only:

Is a filing mandatory?

The question is:

“Is the transaction acceptable to the relevant authorities, under what conditions, according to what timeline and with what safeguards?”

This is the strategic assessment Relians provides to its clients.

Cross-Border Transactions : European exposure to be anticipated from the structuring phase

The European framework for foreign investment screening does not replace national regimes.

Member States remain responsible for their screening decisions. However, the European cooperation mechanism creates an additional dimension where the investment is likely to affect the security or public order of several Member States, or where it concerns a project or program of interest to the European Union.

This European dimension may be particularly sensitive where the transaction involves:

critical infrastructure;
critical technologies;
dual-use items;
artificial intelligence;
semiconductors;
quantum technologies;
space;
defense;
cybersecurity;
critical raw materials;
energy;
communication networks;
sensitive data;
value chains benefiting from European funding or programs.

In these configurations, the analysis should not be limited to the national regime applicable to the target.

It must incorporate the European perception of the transaction: contribution to strategic autonomy, dependence on non-European investors, industrial sovereignty, security of supply, access to critical technologies and consistency with European Union priorities.

Relians helps its clients identify this European exposure and integrate it into the transaction strategy.

European programs, critical assets and Commission attention

Certain transactions may attract particular attention where they involve assets or activities linked to European programs or Union industrial priorities.

This may notably concern transactions relating to:

European space programs;
research and innovation programs;
defense and security capabilities;
digital and connectivity infrastructure;
critical technologies;
strategic value chains;
projects financed or supported by the European Union;
assets contributing to European strategic autonomy.

In these situations, the European Commission may play an important role in the cooperation mechanism, in particular by assessing the effects of the investment on broader European interests.

For an investor or a seller, this dimension must be anticipated.

It may influence the timeline, the filing strategy, the transaction documentation, the proposed commitments, the dialogue with national authorities and the consistency of the strategic narrative presented to public stakeholders.

Relians supports its clients in this anticipation phase by analyzing not only the legal risk, but also the strategic perception of the transaction in light of European interests.

CFIUS exposure: integrating U.S. national security into the deal strategy of Cross-Border Transactions

Cross-border transactions involving the United States may also raise CFIUS issues.

Such exposure may exist even where the main acquisition concerns a French or European company, where the target has a U.S. subsidiary, assets in the United States, sensitive contracts, critical technologies, sensitive personal data or relationships with sectors linked to U.S. national security.

CFIUS risk may notably be triggered by:

the presence of U.S. operations;
access to critical technologies;
involvement in critical infrastructure;
the holding or processing of sensitive data;
contracts linked to defense or national security;
governance rights granted to the investor;
access to sensitive technical or commercial information;
the identity, origin or profile of the investor;
the presence of sensitive co-investors or ultimate beneficial owners.

In these situations, CFIUS should not be treated as an isolated or late-stage issue.

It must be integrated into the overall transaction execution strategy, in coordination with U.S. legal counsel.

Relians acts as a transatlantic strategic adviser to help clients identify exposure signals, structure the issues to be investigated, prepare the transactional rationale and coordinate the CFIUS analysis with the other applicable screening regimes.

The Relians approach

Relians operates at the intersection of foreign investment screening, economic security, public affairs and transaction strategy.

The firm assists clients in transactions where public authorization, institutional perception and strategic acceptability may determine deal execution.

The Relians approach is based on five dimensions:

1. Strategic qualification of exposure

Relians identifies the potentially applicable regimes and the transaction’s sensitivity points:

other critical jurisdictions depending on the group structure, the assets concerned and the identity of the investor.

The objective is to obtain a rapid and clear assessment of execution risks.

2. Mapping of authorities and stakeholders

Relians analyzes the authorities that may intervene or be consulted:

U.S. authorities and specialized CFIUS counsel where the transaction has U.S. exposure.

3. Sector sensitivity analysis

The analysis focuses on the actual nature of the activities concerned:

critical technologies;
defense;
aerospace;
space;
cybersecurity;
semiconductors;
artificial intelligence;
sensitive data;
critical infrastructure;
energy;
health;
critical raw materials;
strategic supply chains.

This analysis makes it possible to anticipate how the transaction may be perceived by public authorities.

4. Structuring the strategic narrative

Relians helps its clients build a coherent narrative around the transaction:

industrial rationale;
business continuity;
security of supply;
protection of know-how;
preservation of critical capabilities;
governance;
potential commitments;
consistency with French, European or transatlantic priorities.

The objective is to make the transaction understandable, credible and acceptable.

5. Securing execution

Relians supports the preparation of the execution path:

regulatory timeline;
filing sequence;
anticipation of questions from authorities;
coordination with legal counsel;
preparation of institutional messages;
identification of possible mitigation measures;
support to investment committees, boards or deal teams.

Our deliverables deliverables

Cross-Border transaction & FDI Risk Map

A mapping of the screening regimes potentially applicable to the transaction.

The deliverable identifies the relevant jurisdictions, sensitivity factors, relevant authorities and risks of impact on the transaction timeline.

EU Screening Exposure Note

An analysis of the transaction’s European exposure.

This note examines potential links with European programs, critical value chains, sensitive technologies, European funding or Union industrial priorities.

It makes it possible to anticipate the risk of enhanced attention under the European cooperation mechanism.

Elle permet d’anticiper le risque d’attention renforcée dans le cadre du mécanisme européen de coopération.

CFIUS Strategic Exposure Review

A preliminary analysis of CFIUS exposure.

This review identifies risk signals linked to U.S. activities, critical technologies, infrastructure, sensitive data, governance rights or the investor’s profile.

It helps prepare the work with U.S. legal counsel and integrate the CFIUS dimension into the overall deal strategy.

Deal Execution Risk Matrix

A matrix of execution risks.

It distinguishes filing risks, timing risks, conditions, mitigation, institutional perception, coordination between authorities and impact on closing.

Institutional Strategy Brief

A strategic brief designed to prepare the institutional dialogue.

It structures the key arguments of the transaction, points of attention, possible commitments and messages to be conveyed to public stakeholders.

Board / Investment Committee Note

A summary note for executives, investment committees, boards or transaction teams.

It presents the risks, scenarios, recommendations and decisions to be made in order to secure the transaction.

For which transactions? ?

The offering is particularly intended for the following transactions:

acquisition of a French or European company by a non-European investor;
acquisition of a stake in a strategic asset;
transaction involving several European Union Member States;
acquisition of a European company holding assets, contracts or subsidiaries in the United States;
transaction involving an international investment fund;
transaction in defense, aerospace, space, semiconductors, artificial intelligence, quantum technologies, cybersecurity, energy, health or critical infrastructure;
acquisition of a company positioned on a strategic value chain;
transaction likely to raise economic sovereignty issues;
transaction requiring an acceptability strategy vis-à-vis public authorities.

For which clients? ?

Relians assists in particular:

investment funds;
industrial investors;
international groups;
M&A teams;
legal departments;
public affairs departments;
investment banks;
law firms;
family offices;
executives facing a sensitive transaction.

Relians may be involved before an offer, during due diligence, before signing, during preparation of a filing or in the closing security phase.

Why Relians?

Relians has long-standing expertise in foreign investment screening, sensitive transactions and economic security issues.

The firm operates on transactions where public decision-making, State perception and sovereignty considerations may directly affect deal feasibility.

This expertise is based on an in-depth understanding of:

French foreign investment screening;
European screening and economic security issues;
transatlantic mechanisms, including CFIUS;
sensitive sectors;
institutional dynamics;
the constraints specific to M&A transactions exposed to State-related risk.

Relians provides a perspective that complements that of legal and financial advisers.

The firm does not replace lawyers. It provides strategic support to help clients understand the institutional environment, anticipate acceptability risks and structure a credible execution path.

Expertise delivered by practitioners of sensitive transactions

Relians’ expertise is based on the experience of its founders and senior advisers in sensitive transactions, foreign investment screening and economic security policies.

Pascal Dupeyrat has advised investors, industrial groups and public stakeholders for more than twenty years on foreign investment screening, economic sovereignty and sensitive transactions.

Jean-Christophe Martin brings senior experience in public affairs, strategic sectors, defense, aerospace, sensitive technologies and interactions with public authorities.

This combination enables Relians to advise on complex transactions where mastery of the regulatory framework is not sufficient and where execution also depends on understanding State, European and transatlantic dynamics.

Methodology

Phase 1 — Rapid qualification

Relians analyzes the available information on the transaction:

identity of the investor;
control structure;
ultimate beneficial owners;
nature of the investment;
target activities;
geographic footprint;
sensitive contracts;
technologies held;
data processed;
public funding;
links with European or U.S. programs;
transaction timeline.

Phase 2 — Sensitivity analysis

Relians identifies the risk factors:

sector sensitivity;
France risk;
Europe risk;
CFIUS risk;
risk of coordination between authorities;
political perception risk;
mitigation risk;
risk of impact on closing.

Phase 3 — Operational recommendations

Relians formulates concrete recommendations:

filing sequence;
points to be further investigated with legal counsel;
messages to be prepared;
possible commitments;
execution scenarios;
points of attention for the SPA;
elements to be included in due diligence;
decisions to be submitted to the board or investment committee.

Phase 4 — Strategic execution support

Where necessary, Relians supports the securing phase:

preparation of briefing materials;
coordination with advisers;
support for institutional dialogue;
preparation of responses to authorities;
analysis of mitigation requests;
monitoring of timeline issues.

Expected client outcome

Relians’ intervention enables the client to obtain a structured assessment of its cross-border exposure.

It is designed to answer four operational questions:

s the transaction exposed to one or more screening regimes?

What are the real risks for the timeline, conditions and closing?

What arguments can be used to make the transaction acceptable?

What execution strategy should be adopted to reduce State-related risk

This analysis helps secure the investment decision, strengthen the credibility of the file and reduce transaction uncertainty.

Secure your cross-border transaction

A sensitive cross-border transaction should be analyzed before regulatory or institutional risk becomes a blocking factor.

Relians assists investors, industrial groups, funds and M&A advisers in identifying risks, structuring the strategy and securing execution.

Strategic expertise for sensitive transactions.

In cross-border transactions exposed to screening regimes, success depends on the ability to anticipate the expectations of authorities, structure the strategic narrative and secure each stage of execution.

Relians works alongside investors, industrial groups and advisers to transform institutional uncertainty into transaction strategy.