France Extended Its 10% Screening Trigger to French Companies Listed in New York, London and Seoul

On July 30, 2026 the French government adopted Decree No. 2026-718 and an implementing administrative order, published in the Journal Officiel de la République Française on August 2 and in force from today. Neither text changes a percentage. Between them they define what counts as a regulated market for the purpose of one prong of the French foreign investment regime, and that definition moves a set of French listed companies from a 25% notification trigger to a 10% one.

The regime works off two questions. The first is whether the French target carries out a covered activity, which the Monetary and Financial Code defines by a list of sensitive sectors and by research and development on critical technologies. The second is whether the investor's transaction is a covered investment. Acquiring control of a French company, or acquiring a branch of business, catches every foreign investor. Two further triggers apply only to investors from outside the EU and the European Economic Area: crossing 25% of voting rights in any French company, and crossing 10% of voting rights in a French company whose shares trade on a regulated market.

Until now the second of those was narrower than it read. The French FDI guidelines stated that the 10% prong applied where a French company's shares were admitted to trading on a regulated market in France or elsewhere in the EU or EEA, and that French companies listed on non-regulated markets such as Euronext Growth, and French companies listed on regulated markets outside the EU or EEA, stayed at 25%. The new rule defines regulated market by reference to Article R. 151-2 (4°) of the code and then populates it three ways: EU and EEA markets on the European Securities and Markets Authority list under Article 56 of MiFID II; non-EU markets covered by a European Commission equivalence decision under Article 25(4) of MiFID II; and six markets named outright, the London Stock Exchange, SIX Swiss Exchange, Toronto Stock Exchange, Singapore Exchange, Japan Exchange Group and Korea Exchange. Three Commission equivalence decisions remain in force, covering Australia, Hong Kong and the United States, and the US decision lists SEC-registered national securities exchanges including the Nasdaq and New York Stock Exchange groups.

The consequence for a practitioner is a change in which question comes first. The old sequence asked how large a stake the investor wanted, then whether the target did anything sensitive. The new sequence asks where the shares trade before the stake size matters at all, because a 12% position that required no French filing on August 14 requires one on August 18 if the issuer is on Nasdaq and does covered work. Crossing 10% does not pull the investor into a full authorization application. It triggers the simplified notification, with new disclosure requirements attached, after which the Minister of the Economy has 10 business days to decide whether the investment goes to standard review. Ten business days is two calendar weeks, and it sits at the point in a build where the investor would otherwise be free to keep buying.

The strongest objection is that this is a small change dressed as a policy shift. The population it reaches is French-incorporated issuers whose shares are admitted only to a non-EU or EEA regulated market and which carry out covered activities, and that is not a long list. Almost every large French issuer already trades on Euronext Paris and was already inside the 10% prong. Euronext Growth, where a good share of smaller French technology companies sit, remains outside the definition, so the carve-out that survives is the market type rather than the geography. That objection is largely right on volume and wrong on direction. The fast-track filing is cheap in fees and expensive in calendar, and 10% is a stake-building level rather than a control level, which is precisely where a non-EU strategic buyer, a sovereign fund or a pre-bid accumulation shows up. Skadden's note on the reform ties it to a parliamentary report urging the government to protect French strategic assets, and flags further French reform to align with the EU screening regulation adopted in June 2026.

Two things would make the reading above wrong. If the next version of the French guidelines narrows the covered activity list, or if the Minister of the Economy clears fast-track notifications inside the 10 days as routine, the calendar cost this creates disappears and the change is administrative housekeeping. Neither has happened. The French authorities have said additional guidance will come with the next version of the guidelines, which has not been issued.