FRANCE Law and Practice Contributed by: Malik Idri and Mathieu Relange, FTPA Avocats
Retail Sector For transactions where at least two parties operate one or more retail stores (Article L. 430-2, II FCC), notification is required if the following cumulative con - ditions are met: • the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR100 million (previously EUR75 million); • the turnover achieved in the retail sector in France (excluding VAT) by each of at least two of the undertakings concerned exceeds EUR20 million (previously EUR15 million); and • the transaction does not fall within the scope of EU A distinct set of thresholds governs transactions where at least one of the parties carries on all or part of its activities in one or more French overseas departments (namely Guadeloupe, Martinique, French Guiana and La Réunion), in the Department of Mayotte, Wallis and Futuna Islands, or in the overseas territories of Saint- Pierre-et-Miquelon, Saint-Martin and Saint-Barthéle - my (Article L. 430-2, III FCC). Notification is required if the following cumulative conditions are met: • the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR75 mil - lion; • the turnover (excluding VAT) achieved in at least one of the relevant overseas departments or ter - ritories by each of at least two of the undertakings concerned exceeds EUR15 million, or EUR5 million Merger Regulation. Overseas Territories in the retail sector. This threshold need not be reached by all parties within the same department or territory; and • the transaction does not fall within the scope of the EU Merger Regulation. These thresholds have not been amended in the 2026 reform. 2.6 Calculations of Jurisdictional Thresholds Calculation of Turnover To ensure consistency with EU merger control, turno - ver is calculated in accordance with Article 5 of the EU
430-1 FCC and Article 3 of the EU Merger Regulation, control is defined as the possibility of exercising deci - sive influence over an undertaking’s activities. Control may arise from rights, contracts or other means – whether separately or in combination and considering the factual and legal circumstances – that confer the ability to exercise decisive influence. This includes: • rights of ownership or rights to use all or part of the undertaking’s assets; or • rights or contracts which confer decisive influence over the composition, deliberations, or decisions of the undertaking’s organs. In practice, decisive influence may exist through veto rights, pre-emption rights, shareholders’ agreements facilitating co-ordinated voting, enhanced information rights, the power to appoint or remove members of the management or supervisory bodies, etc. The acquisition of a minority shareholding is notifiable where it confers such decisive influence. 2.5 Jurisdictional Thresholds The notification thresholds set out in Article L.430-2 of the FCC were recently revised by the Economic Life Simplification Act ( Loi de simplification de la vie économique ) of 26 May 2026. For all transactions filed to the FCA as of 1 September 2026, the applicable thresholds are as follows: General Thresholds Under Article L. 430-2 I of the FCC, a transaction must be notified to the FCA if the following cumulative juris - dictional thresholds are met: • the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR250 million (previously EUR150 million); • the turnover achieved in France (excluding VAT) by each of at least two of the undertakings concerned exceeds EUR80 million (previously EUR50 million); and • the transaction does not meet the jurisdictional thresholds of the EU Merger Regulation.
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