Securing Sensitive Transactions

Q: When Should Intervention Take Place?

As early as possible, ideally: before an LOI; before a binding offer; before signing; or before the final structuring of the transaction.

Securing sensitive transactions exposed to State-related risk, foreign investment screening and sovereignty issues

In certain M&A transactions, the question is not only:

Is the deal legally possible?

But also:

Is the deal institutionally acceptable?

In sensitive transactions, the difficulty does not lie solely in deal structuring.

It consists in making the transaction executable in an environment where public decision-making, State-related risk, sovereignty issues and regulatory constraints may directly condition its completion.

Relians assists investors, industrial groups, funds, investment banks and law firms in securing sensitive transactions.

Our work aims in particular to:

anticipate blocking risks;
reduce institutional uncertainties;
preserve transaction feasibility;
secure the timeline;
improve deal certainty;
and integrate the State factor at a very early stage into the execution strategy.

In Summary

Relians assists transactions exposed to:

foreign investment screening;
State-related risk;
economic sovereignty issues;
institutional sensitivities;
geopolitical considerations;
economic security issues;
and transaction execution risks.

Our role is to integrate the institutional variable at a very early stage into the execution strategy of securing sensitive transactions.

We intervene in particular on:

the assessment of State-related risk;
the qualification of regulatory risk;
the anticipation of authorities’ expectations;
the strategic structuring of transactions;
the securing of the transaction timeline;
the reduction of blocking risks;
and the preparation of institutional interactions.

Who Is This Service For? ?

Relians assists in particular:

foreign investors;
investment funds;
industrial groups;
investment banks;
law firms;
executives;
family offices;
industrial companies exposed to strategic sectors;
and cross-border transactions exposed to the State factor.

We work particularly in sensitive sectors:

defense;

space;

critical technologies;

cybersecurity;

artificial intelligence;

strategic infrastructure;

energy;

dual-use technologies;

sovereign industries.

When Does a Transaction Become Sensitive ?

A transaction becomes sensitive when it may be assessed by the State through a strategic lens.

This sensitivity may result from:

the nature of the assets concerned;
the investor’s profile;
the business sector;
the technologies involved;
geopolitical exposure;
the level of industrial dependency;
or economic sovereignty issues.

Certain transactions may therefore be:

subject to foreign investment screening;
exposed to significant State-related risk;
delayed by sovereignty concerns;
affected by institutional arbitrations;
or restructured under the effect of the State factor.

In these situations, a purely transactional approach becomes insufficient.

The ability to anticipate the authorities’ real expectations becomes a direct factor in the success of the transaction.

Risks Covered When Securing Sensitive Transactions

In certain transactions, failure to anticipate State-related risk may:

significantly delay the timeline;

weaken the investor’s credibility;

reduce the value of the asset;

• generate late-stage corrective requests;

compromise completion of the transaction;

or create a closing failure risk.

When securing sensitive transactions, regulatory risk is often only part of the issue.

The institutional perception of the transaction, the strategic acceptability of the investor and sovereignty concerns may become decisive variables for deal execution.

Our Methodology

Relians intervenes at each stage of sensitive transaction execution in order to integrate institutional, regulatory and sovereignty constraints at a very early stage.

Our approach is based in particular on:

the rapid qualification of the transaction’s level of sensitivity;
the identification of potential blocking factors;
the analysis of regulatory and institutional risks;
the structuring of the execution strategy;
coordination with advisers and stakeholders;
preparation of sensitive interactions with the authorities;
and the securing of the transaction timeline.

This approach improves the feasibility, credibility and deal certainty of transactions exposed to the State factor.

Our Approach to Securing Sensitive Transactions

Qualification of State-Related Risk

We identify the sensitivity factors likely to affect the transaction:

French FDI control / FDI screening;
strategic assets;
critical technologies;
sovereignty issues;
industrial dependencies;
geopolitical sensitivity;
institutional perception risks.

Our objective is to rapidly qualify the transaction’s real level of exposure and its potential consequences for execution.

Securing Institutional Acceptability

We support the structuring of transactions compatible with institutional expectations and sovereignty balances.

This work may include in particular:

analysis of the authorities’ concerns;
anticipation of blocking points;
definition of the strategic narrative;
assessment of the investor’s credibility;
preparation of administrative interactions;
identification of the sovereignty balances to be preserved.

In certain situations, the quality of institutional dialogue becomes a direct component of transaction feasibility.

Securing the Transaction Timeline

When securing sensitive transactions, regulatory and institutional timelines often become a critical risk.

We intervene in order to:

This anticipation reduces uncertainty risks likely to affect the closing of the transaction.

Strategic Structuring of the Transaction

Certain transactions require adjustments in order to reduce exposure to State-related risk or sovereignty issues.

Relians assists in particular with:

analysis of structuring scenarios;
governance issues;
industrial sovereignty considerations;
localization issues;
strategic dependencies;
and sensitivities linked to the perception of the French or European authorities.

Our approach aims to preserve the feasibility and credibility of the transaction in a complex institutional environment.

France–United States Sensitive Transactions

Relians regularly assists cross-border transactions exposed to:

French FDI control;
U.S. CFIUS review;
ITAR / EAR issues;
critical technologies;
industrial sovereignty concerns;
and geopolitical tensions affecting strategic assets.

The firm intervenes in particular on issues relating to:

foreign investments in sensitive sectors;
transactions involving dual-use technologies;
critical industrial dependencies;
France–United States strategic assets;
and regulatory constraints likely to affect the execution of cross-border transactions.

What Differentiates Relians

Relians operates at the interface of:

Our approach is not limited to a regulatory reading of the transaction.

We also integrate:

For more than twenty years, we have assisted investors, industrial groups, investment banks and law firms on transactions exposed to the State factor.

Our experience covers in particular:

more than 150 transactions exposed to French FDI control or State-related risk;
cross-border transactions;
strategic assets;
critical technologies;
France–United States issues;
and sectors related to defense, space and industrial sovereignty.

Our Operational Services

Strategic Pre-Acquisition Assessment

Preliminary assessment of:

Preparation of Transactions Exposed to French FDI Control

Assistance with:

Strategic Coordination With Advisers

Intervention alongside:

Our role is to integrate the institutional variable into the overall execution strategy.

Management of Sensitive or Deteriorated Situations

Intervention in situations involving:

tensions with the authorities;
political pressure;
sovereignty issues;
institutional blockage;
media risk;
or challenges to the transaction timeline.

Possible Deliverables

Depending on the nature of the transaction, Relians may produce in particular:

a State-related risk qualification note;
a transaction feasibility analysis;
a mapping of institutional sensitivities;
an analysis of blocking risks;
structuring scenarios;
an institutional sequencing strategy;
and a strategic pre-acquisition assessment.

In sensitive transactions, the main difficulties rarely appear at the end of the process.

They develop much earlier:

during the initial structuring;
in the qualification of State-related risk;
in the institutional perception of the investor;
in the absence of anticipation of the authorities’ expectations;
or in the underestimation of sovereignty sensitivities.

Early intervention makes it possible in particular to:

identify blocking scenarios;
assess room for maneuver;
anticipate potential requests from the authorities;
preserve transaction value;
secure the timeline;
improve deal certainty;
and reduce transaction failure risk.

Relians Signature

Relians is a strategic advisory firm specialized in sensitive transactions, foreign investment screening and transactions exposed to the State factor.

The firm operates at the interface of:

For more than twenty years, Relians has assisted investors, industrial groups, funds and advisers on sensitive transactions involving in particular:

strategic assets;
critical technologies;
sovereign industries;
France–United States issues;
defense;
space;
economic security;
and French FDI control / FDI screening.

The firm’s approach is based on a simple conviction:

In certain transactions, success depends as much on the institutional and strategic acceptability of the deal as on its legal or financial structuring.

Preliminary Assessment

Before any binding phase, it is essential to qualify the transaction’s real level of sensitivity.

Relians offers a strategic assessment designed in particular to:

identify exposure to foreign investment screening;
assess State-related risk;
qualify sovereignty sensitivities;
anticipate critical scenarios;
identify the main blocking factors;
and guide the execution strategy.

Assess your transaction’s exposure before any binding phase

An early discussion often makes it possible to identify sensitivity factors likely to affect:

feasibility;

timing;

valuation;

or the institutional perception of a transaction.

Request a confidential strategic assessment

— FAQ —
Securing Sensitive Transactions

What Is a Sensitive Transaction?

A sensitive transaction is a transaction likely to be influenced, conditioned or blocked by the State because of its strategic, industrial, technological or sovereignty implications.

What Is State-Related Risk in a Transaction?

State-related risk refers to all risks linked to the direct or indirect intervention of public authorities in a strategic transaction.

This risk may result from:

What Is the Difference Between Regulatory Risk and State-Related Risk?

Regulatory risk mainly concerns the application of legal rules or procedures.

State-related risk is broader.

It may include:

How Can the Blocking Risk of a Sensitive Acquisition Be Reduced?

La réduction du risque de blocage repose notamment sur :

anticipating the authorities’ expectations;
qualifying sensitivities at an early stage;
appropriately structuring the transaction;
preparing institutional interactions;
and integrating the State factor from the earliest phases of the deal.

When Should Intervention Take Place?

As early as possible, ideally:

Which Sectors Are Most Exposed?

Les secteurs les plus concernés incluent notamment :

defense;
space;
energy;
cybersecurity;
artificial intelligence;
critical infrastructure;
dual-use technologies;
and strategic industries.