How to Navigate Cross-Border M&A Between France and the US: Key Risks and Strategies?
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Cross-border M&A between France and the United States occupies a specific space within global dealmaking.
These transactions combine two sophisticated legal systems, two powerful regulatory environments, and two distinct approaches to economic sovereignty.
On paper, both jurisdictions promote foreign investment.
In practice, transactions involving strategic assets, sensitive technologies, or national security considerations are subject to increasing scrutiny—particularly through mechanisms such as French FDI screening and Committee on Foreign Investment in the United States in the United States.
As a result, cross-border M&A between France and the US is no longer purely financial or legal.
It is strategic.
This article outlines the key risks affecting these transactions and the strategies required to secure execution.
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A Structural Reality: Two Open Economies, Two Control Regimes
France and the United States share a common narrative: both are open to foreign investment.
However, both have also significantly reinforced their investment screening frameworks.
In France, foreign investment is regulated under the Monetary and Financial Code, with a broad and expanding definition of sensitive sectors.
In the United States, Committee on Foreign Investment in the United States has progressively extended its scope, particularly after FIRRMA (Foreign Investment Risk Review Modernization Act).
The implication for investors is straightforward:
A transaction between France and the US may be subject to dual regulatory scrutiny.
This creates a first layer of complexity:
• parallel approval processes
• differing timelines
• potentially conflicting expectations
Managing this dual exposure is a central challenge in cross-border M&A.
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Risk #1: Misalignment Between Legal Structuring and Regulatory Perception
One of the most common risks in France-US transactions is the gap between how a deal is legally structured and how it is perceived by regulators.
A transaction may be:
• legally compliant
• below control thresholds
• structured through intermediate entities
Yet still trigger regulatory concerns.
In France, authorities assess not only control, but also influence, access to sensitive information, and potential impact on national interests.
In the US, Committee on Foreign Investment in the United States applies a similarly expansive approach, focusing on national security implications rather than formal ownership structures.
This creates a structural risk:
Deals designed to “fit within the rules” may still be challenged.
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Risk #2: Sensitive Sectors Are Not Symmetrical
Another key issue is the lack of symmetry between what France and the US consider “sensitive.”
In France, sensitivity extends beyond defense to include:
• energy and critical infrastructure
• healthcare and biotech
• digital infrastructure and data
• artificial intelligence
In the US, Committee on Foreign Investment in the United States places particular emphasis on:
• key technologies
• critical infrastructure
• sensitive personal data
While there is overlap, the priorities are not identical.
This creates a second layer of risk:
A transaction may appear low-risk in one jurisdiction and high-risk in the other.
For investors, this asymmetry complicates both structuring and negotiation.
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Risk #3: Timeline Mismatch and Execution Uncertainty
Timing is a decisive factor in M&A.
In cross-border France-US transactions, regulatory timelines introduce uncertainty.
Key issues include:
• differing review periods
• potential second-phase investigations
• requests for additional information
• political or geopolitical sensitivity
For example:
• a French FDI review may extend due to sectoral sensitivity
• a Committee on Foreign Investment in the United States review may escalate due to national security concerns
These processes are not always synchronized.
This leads to:
• delays in signing or closing
• increased pressure on deal documentation
• renegotiation of key terms
In competitive processes, this uncertainty directly impacts the attractiveness of a bid.
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Risk #4: Political and Institutional Factors
Cross-border M&A between France and the US cannot be understood without considering the political dimension.
Transactions involving:
• strategic industries
• national champions
• sensitive technologies
may attract attention beyond regulatory authorities.
In France, the State plays an active role in protecting economic sovereignty.
In the US, Committee on Foreign Investment in the United States operates within a broader national security framework that includes intelligence and defense considerations.
This introduces a critical factor:
Regulatory outcomes may be influenced by political context.
This is particularly relevant in:
• election cycles
• geopolitical tensions
• high-profile transactions
Ignoring this dimension is a major strategic error.
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Risk #5: Underestimating Narrative and Positioning
A recurring mistake among investors is treating cross-border M&A as a purely technical process.
In reality, how a transaction is presented matters as much as how it is structured.
Authorities in both France and the US assess:
• the investor’s intent
• the industrial logic of the deal
• the impact on national capabilities
• long-term commitments
A poorly articulated narrative increases the risk of:
• regulatory resistance
• additional scrutiny
• restrictive conditions
Conversely, a well-positioned transaction can:
• facilitate approval
• reduce friction
• accelerate the process
This is particularly true in interactions with Committee on Foreign Investment in the United States and French authorities.
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Strategic Response #1: Early Dual-Jurisdiction Risk Mapping
The first strategic response is to conduct an early, integrated assessment of regulatory exposure.
This involves:
• identifying whether French FDI screening applies
• assessing Committee on Foreign Investment in the United States jurisdiction
• mapping sectoral sensitivities in both jurisdictions
• evaluating investor perception
This dual analysis must be conducted before:
• submitting a binding offer
• finalizing deal structuring
• entering exclusive negotiations
At this stage, the objective is not compliance.
It is risk anticipation.
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Strategic Response #2: Aligning Structuring with Approval Strategy
Deal structuring must be aligned with regulatory expectations.
This includes:
• calibrating governance rights
• controlling access to sensitive information
• designing ownership structures carefully
• anticipating possible mitigation measures
In some cases, structuring can:
• reduce regulatory concerns
• clarify the scope of the transaction
• facilitate approval
In others, it may create additional risk.
The key is alignment.
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Strategic Response #3: Managing the Approval Process as a Negotiation
Regulatory review should not be treated as a passive process.
In both France and the US, the approval phase involves interaction with authorities.
This includes:
• responding to information requests
• clarifying the transaction’s objectives
• negotiating potential commitments
In the US, engagement with Committee on Foreign Investment in the United States can lead to mitigation agreements.
In France, authorities may impose conditions linked to:
• governance
• asset protection
• operational commitments
The ability to manage this phase strategically is a key determinant of success.
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Strategic Response #4: Integrating State Risk into Deal Economics
In cross-border M&A, regulatory risk must be integrated into the financial model.
This includes:
• pricing adjustments
• conditionality in SPA
• allocation of regulatory risk between parties
• break fees and termination rights
Failure to incorporate these elements exposes investors to:
• financial loss
• deal failure
• reputational damage
Conversely, investors who integrate State risk early can:
• strengthen their bids
• negotiate more effectively
• secure execution
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Strategic Response #5: Building a Coherent Transatlantic Strategy
Cross-border M&A between France and the US requires a coherent strategy that bridges both environments.
This involves:
• aligning messaging across jurisdictions
• coordinating regulatory timelines
• ensuring consistency in commitments
• managing stakeholder perception
A fragmented approach—handling France and the US separately—creates risk.
A coordinated strategy increases the probability of success.
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From Regulatory Risk to Execution Strategy
At its core, cross-border M&A between France and the US is no longer about navigating two legal systems.
It is about managing a single, integrated execution risk shaped by:
• regulatory frameworks
• political considerations
• institutional expectations
The most successful investors are those who:
• anticipate rather than react
• integrate regulatory strategy into dealmaking
• treat approval as a core component of execution
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A New Standard for Transatlantic Deals
Cross-border M&A between France and the US has entered a new phase.
Transactions involving sensitive assets are no longer assessed solely on economic merit.
They are evaluated through the lens of sovereignty, security, and strategic alignment.
In this environment:
• regulatory approval is not guaranteed
• timelines are uncertain
• outcomes depend on preparation and positioning
Investors who fail to adapt to this reality face increasing execution risk.
Those who do can turn regulatory complexity into a competitive advantage.
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Relians Perspective: Securing Execution in Transatlantic Transactions
For investors operating between France and the United States, the key challenge is not identifying regulatory constraints.
It is securing execution.
This requires:
• a dual understanding of French FDI screening and Committee on Foreign Investment in the United States
• the ability to anticipate institutional expectations
• a coherent transatlantic strategy
Relians positions itself at this intersection.
Not as a legal advisor.
But as a strategic partner focused on:
• risk anticipation
• transaction positioning
• approval strategy
In cross-border M&A, success is not determined at signing.
It is determined by the ability to secure approval.
And that requires strategy
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