Sensitive Transactions in France | Relians

When the State’s Decision Determines Deal Execution

In acquisitions involving sensitive sectors in France, an M&A transaction is not assessed solely on financial or legal criteria.

It enters a specific category: sensitive transactions in France.

In these situations, transaction feasibility depends on a determining factor:
its ability to be considered acceptable by the State.

An acquisition may be properly valued, legally compliant, and industrially coherent – and still fail.

Not because the transaction is impossible, but because it was not structured within the appropriate strategic framework.

In an environment shaped by increasingly assertive economic security and industrial sovereignty policies, certain strategic acquisitions in France may be blocked, delayed, or fundamentally restructured.

The operational reality is clear:

in certain situations, public decision-making becomes the central factor in transaction success.

What Are Sensitive Transactions in France?

A transaction is considered sensitive when it involves a specific level of exposure to sovereignty-related issues.

This notably includes transactions involving:

A transaction becomes sensitive as soon as it may be subject to a State-level strategic assessment.

This assessment goes far beyond legal compliance.
It incorporates industrial, political, social, and geopolitical considerations.

In practice, sensitive transactions in France are transactions that may be:

by the State, including outside any formal regulatory procedure.

A sensitive transaction in France is therefore a transaction whose outcome depends on a broader strategic assessment, not solely on regulatory compliance.

Sensitive Transactions in France and FDI Screening

In acquisitions involving sensitive sectors in France, the development of French foreign investment screening has profoundly transformed the way cross-border M&A transactions are assessed.

This framework, commonly referred to as FDI screening in France, is no longer merely a regulatory mechanism.

It has become a structural factor in transaction execution.

In transactions involving:

foreign investors

strategic assets

or sensitive technologies

French foreign investment screening may:

condition the completion of the transaction

impose binding commitments

or lead to a blockage

In this context, many operations now fall within the category of sensitive transactions in France, even in the absence of a formal review procedure.

Is Your Transaction a Sensitive Transaction in France?

Not all transactions are initially identified as sensitive.

However, some become classified as such during the process, creating unexpected execution risks.

A transaction becomes sensitive whenever three factors require analysis:

These criteria may be cumulative, but each of them may independently trigger State attention.

In practice, an acquisition involving a sensitive sector may be reclassified at a late stage, particularly when the authorities identify risks or strategic considerations that were not anticipated.

This is where the following risks materialize:

The issue is therefore not merely legal.
It consists in anticipating how the transaction will be perceived by the State.

When Does a Transaction Become Sensitive and What Are the Warning Signs?

The sensitivity of a transaction is not always identifiable from the outset. In many cases, it emerges progressively as the deal advances, ultimately altering its execution conditions.

The most common turning points occur:

during the initial structuring of the transaction
during the first exchanges with advisors
when critical assets are identified
during informal interactions with the administration
shortly before a formal authorization filing

A transaction initially perceived as standard may therefore be reclassified at a late stage, making the risk particularly difficult to control.

At the same time, certain transactions display early indicators of sensitivity from the outset.

The main warning signs include:

the presence of critical or non-substitutable assets
dependency on strategic technologies
a key role within an essential value chain
exposure to sovereignty or industrial autonomy issues
political or media sensitivity surrounding the sector
potential interaction with public authorities

When several of these indicators are present, the transaction should be treated as a sensitive transaction in France.

In such situations, a standard M&A approach becomes insufficient and requires structured anticipation of the State’s expectations.

A detailed assessment of sensitive transactions in France makes it possible to anticipate these situations.

Sectors Concerned

Sensitive transactions in France are concentrated in sectors where control over assets is considered strategic.

These sectors notably include:

Defense and the defense industrial and technological base
Aerospace and space
Energy and critical infrastructure
Telecommunications and networks
Data, cybersecurity, and digital technologies
Healthcare and strategic biotechnologies
Artificial intelligence and dual-use technologies

These sectors share a common characteristic:
their control directly affects sovereignty, national security, or strategic autonomy.

In these environments, an M&A transaction is systematically assessed in light of its impact on:

A Different Logic from Standard Transactions

In a sensitive transaction, the rules fundamentally differ.

Feasibility no longer depends solely on economic or legal criteria.

It depends on a balance between:

A transaction may therefore be:

… yet politically unacceptable.

This gap is where most transaction blockages arise.

In practice, an acquisition involving a sensitive sector may be blocked in France even in the absence of explicit legal obstacles.

What Happens Without Anticipation

In sensitive transactions in France, difficulties rarely emerge at the final decision stage.

They materialize progressively, often silently, until they become irreversible.

In practice, transactions that are not properly anticipated frequently encounter:

late-stage challenges to feasibility

urgent requests for commitments

loss of control over transaction timelines

deterioration of deal economics

withdrawal of the acquirer or abandonment of the transaction

They reflect a misalignment between the transaction rationale and the State’s actual expectations.

Elles traduisent un décalage entre la logique de l’opération et les attentes réelles de l’État.

In these situations, the ability to adjust the transaction becomes extremely limited.

Why Certain Acquisitions Are Blocked in France

Transaction blockages rarely result from an isolated legal issue.

Most often, they reflect a failure to anticipate strategic concerns.

The most common situations include:

incorrect assessment of the level of sensitivity
underestimation of sovereignty-related issues
incomplete understanding of the institutional environment
failure to anticipate the administration’s expectations
standard structuring applied to a non-standard transaction

In these situations, an acquisition involving a sensitive sector becomes difficult to defend, even if it appears robust on paper.

See also: how to structure a strategic acquisition in France

Dans la majorité des cas, les blocages interviennent en amont, de manière informelle.

This is where the success of the transaction is actually determined.

The State’s Actual Decision-Making Factors

Public decision-making relies on a global assessment.

It notably incorporates:

the critical nature of the asset or activity
the impact on national economic security
control over key technologies
resilience of strategic value chains
perception of the project within a specific context

These factors may lead to:

The decision is always based on a strategic assessment, not solely on regulatory analysis.

Expertise at the Intersection of Deals and the State

Sensitive transactions are neither purely legal matters nor purely financial transactions.

They sit at the intersection of multiple dimensions:

In these environments, a purely legal or financial approach is insufficient.

The success of the transaction depends on the ability to:

This approach lies at the core of strategic advisory for sensitive transactions in France.

The Relians Approach

Relians advises on transactions where success depends on aligning transaction logic with State logic.

Unlike a purely legal approach, our intervention is designed to anticipate the State’s actual decision-making process before it is formally expressed.

We advise:

on transactions involving significant sovereignty-related exposure.

Our intervention includes:

strategic analysis of the transaction
identification of acceptable scenarios
l’identification des scénarios acceptables
structuring of compatible solutions
preparation of interactions with the authorities

Objective:

secure transaction execution in uncertain and constrained environments.

Relians relies on more than twenty years of experience advising on transactions exposed to French foreign investment screening.

This expertise is also supported by a structured body of work on these issues, notably developed through the book France FDI Screening – Legal and Strategic Framework and through regular interaction with institutional stakeholders.

Before Launching a Transaction: Assess the Actual Risk

In sensitive transactions in France, the main risk is not always immediately visible.

It often lies in elements that have not been identified upstream.

Before entering any binding phase, it is essential to:

This qualification phase directly determines the ability to execute the transaction.

Assessment

Could Your Transaction Be Blocked by the State?

Certain transactions become sensitive without initially being identified as such.

We provide a rapid assessment in order to:

Added Value

Relians intervenes upstream to transform uncertain transactions into controlled transactions.

We align:

in order to secure each stage of the transaction.

Discover our approach to sensitive transactions in France

When Should You Engage a Sensitive Transactions Advisor?

Advisory intervention becomes critical when:

he transaction involves a foreign investor

strategic assets are involved

execution timelines are constrained

visibility regarding the State’s position is limited

significantly

In these situations, late intervention significantly reduces the available options.

Strategic analysis

Assess the blockage risk associated with your transaction now.

In sensitive transactions in France, success depends on the ability to align investment rationale with the State’s actual expectations.

— FAQ —
Sensitive Transactions in France and Blockage Risk

What is a sensitive transaction in France?

A sensitive transaction is a transaction that may be blocked, conditioned, or influenced by the State due to its strategic impact.

Why can an acquisition be blocked in France?

An acquisition involving a sensitive sector may be blocked when it is perceived as contrary to national strategic interests.

How can blockage risk be anticipated?

By conducting an upstream strategic assessment, particularly regarding the sensitivity of the sector involved.

Do all sensitive transactions in France involve formal review procedures?

No. Certain transactions involve informal but decisive interactions with the authorities.

Can blockage risk be reduced?

Yes. By properly structuring the transaction and anticipating the State’s expectations.

When should intervention occur?

As early as possible, in order to maximize available room for maneuver.