The session will begin by framing the core governance issue in FDI control: how the composition and functioning of corporate boards can trigger regulatory scrutiny. In certain cases, concerns over the nationality of directors, control rights, or access to sensitive information may result in a transaction being cleared only under specific conditions - or refused altogether. The workshop will consider the types of corporate governance conditions that can be imposed, ranging from limitations on board composition, to confidentiality safeguards, to state-approved ad hoc committees with veto rights over certain strategic decisions.

A central focus of the discussion will be the French approach, which generally avoids mechanisms such as proxy boards due to conflicts with national corporate law principles that emphasise unified governance structures and board accountability. Instead, French authorities rely on tools such as information firewalls, governance undertakings, and external oversight mechanisms, raising complex questions about how foreign investors can exercise their shareholder rights when access to strategic decision-making or sensitive information is constrained.

In contrast, jurisdictions such as the United States make use of proxy boards, which separate operational control from ownership by installing locally vetted directors to manage sensitive business activities. While such structures are currently absent in France and in Europe, the panel will explore whether elements of this model could ever be adapted within EU legal frameworks, and whether other EU Member States or the UK have adopted comparable governance solutions. The panel will take a comparative approach, examining how different countries reconcile FDI screening concerns with company law requirements, and discussing whether there is a path toward more harmonised governance tools across the EU.