of foreign companies to participate in some decision-making processes or any obligation to vote in a particular manner. Commitments may even include the transfer of part of the acquired capital or all or part of a branch of activity carried on by the targeted French entity to an entity separate from the investor and approved by the CIEF.
Lastly, the guidelines do not provide transparency on the value of penalties imposed so far. The amount of the penalty (which will depend on the context and the behavior of the investor) can go up to twice the amount of the transaction, 10% of the target company’s turnover or €5 million for legal entities. However, any sanction action is time-barred after six years from the day the offense was committed.
Outlook for 2026 The CIEF’s scrutiny of target companies before issuing a clearance decision, as well as its monitoring of commitments, is continuously increasing. The CIEF may oppose an investment only where the commitments offered are unable to address its concerns. Therefore, although refusals and withdrawals are not made public, they remain rather limited in number. Nevertheless, sellers increasingly seek to shield themselves from the risk of an FDI review or intrusive commitments by negotiating appropriate protections in transaction documentation (e.g., completion covenants/undertakings and effort clauses). The guidelines have proved useful to provide legal certainty, harmonization and stability in the implementation of the French FDI regime. The CIEF has developed an online notification platform aimed at streamlining the process. In practice, however, the platform has presented certain operational constraints – including word count limits, attachment size restrictions, and burdensome form requirements in transactions involving numerous subsidiaries – which have added complexity to the filing process. The most significant development anticipated for 2026 and beyond is the forthcoming implementation of the new EU FDI Regulation. Member States will have an 18-month period to align their domestic regimes. Although the French FDI framework is among the most developed within EU Member States, some amendments will be required to ensure harmonization of Phase 1 reviews within 45 calendar days from filing submission; cooperation and that a formal right for parties to be heard prior to the imposition of remedies or a prohibition is expressly provided for in the French regulations. Some of the recommendations issued by a French parliamentary information report dated May 2025 (e.g., ex post intervention powers), might also be incorporated into the reform that will be necessary to implement the upcoming EU FDI Regulation. Finally, a strengthening of monitoring of compliance with commitments and, where necessary, the imposition of penalties for non-compliance – whether with the commitments themselves or with the obligation to prepare annual reports describing how those commitments have been implemented – has been noticed over the past year and has been confirmed by the CIEF.
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