Policymakers are increasingly viewing foreign direct investment (“FDI”) regimes as a vital regulatory method of responding to evolving geopolitical and national security concerns. Across the globe, regulators are drafting, implementing, and operationalizing FDI regimes to safeguard national security and economic interests. This alert provides an overview of the latest developments in the FDI regimes of key European countries, including Bulgaria, France, Greece, Poland, Slovakia/Czech Republic, and the United Kingdom, as well as in the United States.
Bulgaria
On 22 July 2025, Bulgaria’s FDI rules became fully operational. Bulgaria implemented Regulation (EU) 2019/452, the EU’s FDI screening regulation, in February 2024, however, the FDI regime only became enforceable last month with the entry into effect of the country’s final implementing act. Any transactions within the scope of Bulgaria’s FDI regime that commenced after the February 2024 but did not close prior to 22 July 2025, must now be reported to the Bulgarian FDI authority, the Interinstitutional FDI Screening Council, and approved before moving forward.
The Bulgarian regime mirrors the EU regulation and applies widely, covering non-EU investors, EU-seated companies controlled by non-EU entities/nationals, and investments influenced by non-EU parties. Similarly broad is Bulgaria’s definition of “foreign direct investment,” which includes investments by any of the aforementioned investors in greenfield investments, investments resulting in control of a Bulgarian entity, or investments that expand upon existing Bulgarian investments. Importantly, Bulgaria does not list specific activities that trigger review, instead referring to broad subject areas such as “critical infrastructure” and “sensitive information” and thereby making it a challenge to determine which investments will be subject to review.
The regime’s investment thresholds are notably low. For example, qualifying investors acquiring 10 percent of a company or investments over EUR 2 million trigger a filing. High-risk investors, like those from Russia or Belarus, face mandatory review. While the Bulgarian FDI regime is now in place, the Interinstitutional FDI Screening Council, which is responsible of the review process once the notification is deemed complete by the Bulgarian Investment Agency, is still in the process of staffing the personnel necessary for widespread screening.
France
France has been the top European country for foreign investment projects for six years in a row, with 1,025 projects in 2024, ahead of the UK and Germany. While French investments decreased in 2024 compared to 2023, France’s share of Europe’s FDI actually increased in 2024 to 19 percent. On 30 July 2025, the French Ministry of the Economy, Finance and Industrial and Digital Sovereignty (the “MoE”) published its 2024 annual report on FDI screening in France (the “French report”), which we have reviewed and outlined in detail here. Alongside the annual report, the MoE also published a revised version of the FDI guidelines, providing further clarity on several key aspects of the French FDI rules.
French FDI recent changes include expanding the scope to cover acquisitions of French registered branches of foreign companies, refining rules around voting rights thresholds, and incorporating critical raw materials into sensitive sectors. The FDI guidelines clarify procedural aspects, such as requirements for investment fund disclosures or joint control definitions, and the treatment of companies in different business registers. They also emphasize confidentiality in EU-level exchanges and reinforce the need for detailed activity descriptions in filings, while notably not introducing a specific threshold for renewables projects.
Greece
On 22 May 2025, the Greek Parliament passed Law 5202/2025, creating and implementing the new FDI regime on 23 May 2025. As set out in our previous post, Law 5202/2025 sets up a strict screening process for investments in sectors deemed important to Greece’s national interests, while aiming to balance security considerations against the nation’s goal of welcoming foreign investment. The regime applies to non-EU investments in “sensitive” areas like energy, transportation, healthcare, ICT, and digital infrastructure as well as “particularly sensitive” sectors such as national security, defense, cybersecurity, artificial intelligence, certain critical ports and subsea infrastructure, and borderland tourism.
Importantly, the regime is not yet fully operational. More detailed rules will be provided in the Joint Ministerial Decrees, expected to be released shortly. The Greek regime has not specified the filing expectations associated with investments signed but not completed prior to the regime’s effective date.
Poland
As of 24 July 2025, Poland’s foreign investment rules, initially introduced in 2020, became permanent. As we detailed in a previous post, the government agency in charge of reviewing these investments will change from the Competition Authority to the Ministry of Finance and Economy. Poland’s regime mainly applies to investors from outside the EU and the Organization for Economic Co-operation and Development (“OECD”), especially when investors acquire significant stakes or control in Polish companies in important sectors like energy, transport, and technology. Investors must notify the Ministry of Finance and Economy before completing transactions or they risk fines and penalties.
To date, the Competition Authority has reviewed only a handful of cases and approved them all. However, the shift to a new authority brings legal uncertainty and the investors should keep an eye on the process as political considerations may increasingly influence potential objection decisions in the future.
Slovakia/Czech Republic
The most recent amendment to the Slovak Cybersecurity Act (Act no. 69/2018 Coll., as amended) (the “Amendment”) substantially extended the category of the operators of essential services. The Amendment is the implementation of the NIS 2 Directive (Directive (EU) 2022/2555 of the European Parliament and of the Council of 14 December 2022 on measures for a high common level of cybersecurity across the Union).
The Amendment has direct implications on the Slovak FDI Act, as the operators of essential services are considered critical from the FDI perspective and any foreign investment into such Slovak target company is subject to mandatory pre-closing FDI screening and approval, provided statutory thresholds are met (10 percent in case of initial participation investment or 20 percent, 33 percent or 50 percent in case of the effective participation increase). The extended category of the operators of essential services also includes medium-sized enterprises (with fewer than 250 employees and an annual turnover not exceeding EUR 50 million) which operate inter alia in the following critical sectors: (i) manufacture of motor vehicles, trailers and semi-trailers, (ii) manufacture of electrical equipment, (iii) manufacture of machinery and equipment, (iv) waste management, (v) manufacture, production and distribution of chemicals, (vi) production, processing and distribution of food. The Amendment requires the companies performing the activities in critical sectors to notify the Slovak cybersecurity authority (the National Security Authority) which shall register such company in the register of the operators of essential services after consultation with respective central government agency (e.g. respective ministry). Once the company is registered in the register it becomes critical from the FDI perspective and potentially subject to mandatory pre-closing FDI clearance. Considering that the average length of the screening proceedings is 95 days for critical foreign investments, foreign investors should carefully consider the recent changes and factor the time aspect of FDI screening procedure into transaction planning if the Slovak target company’s business activities fall within any of critical sectors.
Similar changes have been adopted by the Czech Parliament and will become effective as of November 1, 2025.
United Kingdom
In July, the UK government announced its intentions to remove “redtape” for investors subject to the National Security and Investment Act (“NSIA”). Unusually, the NSIA can capture transaction that do not result in an ultimate change of control, including the appointment of liquidators and internal restructures. The governments intentions are to exempt liquidator appointments and “certain” kinds of internal reorganisations, although the precise details have not yet been released.
The UK has also launched a 12-week consultation to consider refining the list of activities that will mandate notification under the regime. These include the introduction of a new sector for water company operators, and the creation of standalone expanded sectors for semiconductors, computing hardware, and critical minerals. The proposal being consulted upon would also introduce changes to several of the existing sectors, i.e., advanced materials, communications, critical suppliers to government, data infrastructure, energy, suppliers to the emergency services and synthetic biology. Although some of these refinement are expected to narrow the regime’s application, most do not and, overall, the UK government expects that the net number of transactions captured by the NSIA mandatory regime will increase if the proposal is implemented.
United States
While there have been no changes to the Committee on Foreign Investment in the United States (“CFIUS”)’s regulatory framework this year, the Trump Administration laid out its vision for CFIUS in the President’s “America First Investment Policy” National Security Presidential Memorandum (“NSPM”) published in January. We outlined the NSPM and the anticipated changes to CFIUS in a previous post. While the NSPM is a harbinger of potential regulatory reform, these changes are not likely to take place in the near-term given the lengthy rulemaking process.
CFIUS did, however, recently release its annual report covering calendar year 2024, which we discuss in-detail here. Several notable developments emerge from the data, particularly with regard to the sharp decrease in mitigated covered transactions and an uptick in Presidential action. It is clear from the Report and the Committee’s regulatory expansion at the end of 2024 that CFIUS is more empowered than perhaps any time in its history. It is therefore increasingly critical to work closely with expert CFIUS counsel at the outset of deals to ensure potential CFIUS risks are comprehensively addressed.
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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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