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Foreign direct investment reviews 2023: A global perspective

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A guide to navigating the rules for investing in countries that require foreign direct investment approval.


Now in its seventh year of annual publication, White & Case's Foreign Direct Investment Reviews provides a comprehensive look into rapidly evolving foreign direct investment (FDI) laws and regulations in approximately 40 national jurisdictions and two regions. This 2023 edition includes more than 15 new jurisdictions in addition to those covered in previous editions and summarizes high-level principles in the European Union and Middle East. Our expansion in coverage reflects the rapid global proliferation of FDI regimes and our market leading position in the field.

FDI regimes are wide-reaching in scope, from national security to public health and safety, law and order, technological superiority, and continuity and integrity of critical supply chains. They are divergent with respect to jurisdictional triggers across countries, and are almost always a black-box process.

The following are some general observations, in large part based on the 2022 CFIUS and EU annual reports:

  • The number of FDI regimes and regulatory enhancements is growing around the world, particularly in Europe. In 2021 and 2022, four EU Member States—Czech Republic, Denmark, Netherlands and Slovakia—implemented new FDI regimes, and in 2023, Sweden and Belgium are slated to adopt FDI screening measures (in addition to non-member Switzerland).
  • FDI regulators, at least from allied nations, are collaborating and learning from each other. CFIUS reported at its first annual conference in 2022 that it continues to host training sessions for US allies so that they can adopt similar regimes.
  • FDI regulators interpret their jurisdiction and authority broadly, especially if they believe it is in the national interest. Many regulators have "call-in," "ex officio," or "non-notified" authority.
  • Despite increased regulation, most cross-border transactions are successfully consummated, although there has been an increase in the number of cases clearing with remedies.
  • The origin of the investor remains a key concern for Western regulators. For example, China and Russia are included more and more in CFIUS's regular Q&A, asking broader and more invasive questions.

Investors conducting cross-border business need to understand FDI restrictions as they are today—and how these laws are evolving over time—to avoid disruption to realizing synergies, achieving technological development and integration, and ultimately securing liquidity.

We would like to extend a special thank-you to all of our external authors, who have provided some insightful commentary on the FDI regimes in a number of important jurisdictions. The names of these individual contributors and their law firms are provided throughout this publication.

We would also like to extend a special thank-you to James Hsiao of our Hong Kong office and Tim Sensenig of our Washington, DC office for their tireless efforts and dedication to the publication of this edition.



The Canadian government announced a strict framework to evaluate foreign investments in the critical minerals sector by state-owned enterprises and state-linked private investors, especially if from “non-likeminded” countries.

canada fdi 2022


Foreign direct investments, whether undertaken directly or indirectly, are generally allowed without restrictions or without the need to obtain prior authorization from an administrative agency.

mexico fdi 2022

United States

Most deals are approved, but expanded jurisdiction, mandatory filings applying in certain cases, enhanced focus on national security considerations, and a substantially increased pursuit of non-notified transactions have changed the landscape.

United States of America



Driven by the European Commission's guidance, Member States keep expanding their investment screening regimes. A similar trend is observed in Europe at large.

european union fdi 2022


In Austria, the Austrian Federal Investment Control Act (Investitionskontrollgesetz or the ICA) introduced a new, fully fledged regime for the screening of Foreign Direct Investments (FDI) and came into effect on July 25, 2020. With its wide scope of application and extensive interpretation by the competent authority, the number of screened investments has soared.

austria fdi 2022


Belgium implements an FDI screening regime by July 1, 2023.


Czech Republic

The new Foreign Investments Screening Act took effect in May 2021, and completed its first full year in operation in 2022.

czech republic fdi 2022


The scope of the Danish FDI regime is comprehensive and requires a careful assessment of investments and agreements involving Danish companies.

denmark fdi 2022


Estonia will have in place an FDI review regime by September 2023.

estonia fdi 2022


Deals are generally not blocked in Finland.



In France, FDI screening authorities have issued new guidelines to improve the transparency of the FDI process.

france fdi 2022


The Federal Ministry for Economic Affairs and Energy continues to tighten FDI control, but the investment climate remains liberal in principle.

germany fdi 2022


The need for FDI screening remains in focus for deals with Hungarian dimensions.

hungary fdi 2022


Ireland anticipates adopting and implementing an FDI screening regime by Q1 2023.

ireland fdi 2022


Italian "Golden Power Law:" Ten years old and continuously expanding its reach.


Republic of Latvia

The Russian Federation's invasion of Ukraine has precipitated the inclusion of provisions blocking Russian and Belarussian nationals from direct investment in a number of sectors.



All investments concerning national security are under the scope of review.



Luxembourg has introduced a bill of law to regulate foreign direct investments. The law is currently being discussed before the Luxembourg Parliament.



Malta's recently introduced FDI regime captures a substantial number of transactions that must be notified to the authorities and, in some cases, will be subject to screening.


Middle East

The Middle East continues opening to foreign investment, subject to licensing approvals and ownership thresholds for certain business sectors or in certain geographical zones.

Middle East


The Netherlands prepares for its first effective year of new FDI regulation.



Changes in the geopolitical situation have resulted in increased awareness of security threats caused by strategic acquisitions and access to sensitive technology. The ongoing review of the FDI regulations in Norway is expected to result in more effective mechanisms to identify and deal with security threats in transactions and investors should be prepared to take this into account when planning future investments in Norwegian companies that engage in sensitive activities.



The Polish FDI regime governing the acquisitions of covered entities by non-EEA and non-OECD buyers has been extended until July 2025.



Transactions involving foreign natural or legal persons that allow direct or indirect control over strategic assets may be subject to FDI screening.



The Romanian regime regarding foreign direct investment has undergone a major change in 2022, when new legislation was enacted, and is aimed at implementing relevant European Union legislation.


Russian Federation

The Federal Antimonopoly Service (FAS) tends to impose increased scrutiny in the sphere of foreign investments and has developed a number of amendments to the foreign investments laws that are aimed at eliminating legislative gaps in this sphere.

Russian Federation


On November 29, 2022, Slovakia, for the first time, adopted full-fledged foreign direct investment legislation. This legislation is effective as of March 1, 2023.



Since May 31, 2020, certain foreign investments into Slovenian companies can be subject to review. Acquisition of real estate related to critical infrastructure may also be subject to review.



The restrictions imposed by the Spanish government on foreign direct investments during the COVID-19 outbreak have remained after the pandemic.



Other than security-related screening, Sweden is currently still without a general FDI screening mechanism.



Historically, Switzerland has been very liberal regarding foreign investments. However, there has recently been increased political pressure to create a more structured legal regime for foreign investment.



Making Türkiye an attractive investment destination continues to be a priority for the government.


United Arab Emirates

Foreign direct investment is permissible in the UAE, subject to applicable licensing and ownership conditions.


United Kingdom

The UK’s National Security & Investment Act has now been in place for a year and has already made its mark, prohibiting deals on national security grounds and also requiring remedies in cases that are not subject to the mandatory notification requirement.  We expect a continued tough approach over the next year as global geo-political tensions bring national security concerns to the fore.




Australia requires a wide variety of investments by foreign investors to be reviewed and approved before completion of the investment.



China has further developed its national security regulatory regime by promulgating measures on cybersecurity review and security assessment of cross-border data transfer.



India continues to be an attractive destination for foreign investment, ranking as the world's seventh-largest recipient of FDI in 2021.



The Japanese government continues to review filings and refine its approach under the FDI regime following the 2019 amendments.



Korea is increasing the level of scrutiny of foreign investments due to growing concerns over the transfer of sensitive technologies.


New Zealand

Recent legislative reforms have increased the New Zealand government's ability to take national interest considerations into account, but have also looked to exclude lower-risk transactions from consent requirements.

New Zealand


All FDIs are subject to prior approval, but the investment climate is welcoming and liberal.


Foreign direct investment reviews 2023: Austria

In Austria, the Austrian Federal Investment Control Act (Investitionskontrollgesetz or the ICA) introduced a new, fully fledged regime for the screening of Foreign Direct Investments (FDI) and came into effect on July 25, 2020. With its wide scope of application and extensive interpretation by the competent authority, the number of screened investments has soared.

10 min read

Johannes Barbist and Regina Kröll (Binder Grösswang) authored this publication

Under the previous Austrian FDI regime as set out in the Foreign Trade Act (Außenwirtschaftsgesetz), only 25 cases were reviewed over a period of eight years. This has changed significantly with the introduction of the new FDI regime under the ICA: In the first year alone, the competent authority, the Federal Minister of Labor and Economy (Bundesminister für Arbeit und Wirtschaft, the BMAW) has reviewed 70 cases.

Recent updates

  • In 2022, the BMAW had to review the first transaction in the defense sector
  • As far as we know, the BMAW did not yet block a transaction, but various cases were only cleared with commitments
  • Part 1 Item 6 of the Annex to the ICA (research and development in regard to medicinal products, vaccines, medical devices and personal protective equipment) was introduced as a response to the COVID-19 pandemic and supposed to be in effect until December 31, 2022. The legislator decided to prolong the effect of this provision until December 31, 2023.

In the first year alone, the competent authority, the Federal Minister of Labor and Economy has reviewed 70 cases

 Who files

The Austrian FDI regime applies to persons (natural and legal) who are not citizens of or do not have their seat/headquarters in the EU, the EEA or Switzerland, and are therefore deemed a Foreign Investor.

The primary responsibility to submit an application for clearance under the ICA rests with the acquirer (i.e., the Foreign Investor).

In order to determine whether an investor would be qualified as "foreign" within the meaning of the ICA, the BMAW looks beyond the direct acquirer and its ultimate beneficial owner (UBO) —any non-EU, non-EEA or non-Swiss entities or persons in the ownership structure up to the UBO (vertical chain) may result in the investor being deemed as a Foreign Investor. In other words, while the direct acquirer may not be considered "foreign" (because it is EU/EEA/Switzerland-based), a foreign investment still occurs where an entity at any level in the ownership structure or the UBO is a non-EU, non-EEA or non-Swiss entity or person.

The Austrian target has a separate obligation to notify the BMAW if the investor does not submit an application for FDI approval in regard to the specific transaction.

Types of deals review

For an investment to trigger Austrian FDI control, referred to as a "Relevant Investment," the following conditions have to be met cumulatively:

  • An investment by a Foreign Investor. Publicly listed companies are privileged under certain circumstances. Based on a decision by the BMAW, the (many) foreign shareholders of a publicly listed company need not be taken into account provided that such foreign shareholders do not play any active role whatsoever in the transaction and have not entered into any kind of agreement on a shareholder level that points toward a joint acquisition of the Austrian target or a joint exercise of voting rights (directly or indirectly) over the Austrian target
  • The target is a company or business in Austria pursuing a commercial activity that may pose a threat to security or public order, including crisis prevention and services of public interest, within the meaning of Article 52 and 65 TFEU and
  • The investment concerns the direct or indirect acquisition of
    • An Austrian business or legal entity
    • Material parts of an Austrian business resulting in the acquisition of a controlling influence over such parts of an Austrian business
    • A shareholding with which at least 10 percent of the voting rights (if the target is active in a highly sensitive sector) or 25 percent of the voting rights (if the target is active in a "normal" sensitive sector) is reached or exceeded
    • Controlling influence over an Austrian business or legal entity

The ICA does not apply to greenfield investments. The ICA would only apply to greenfield investments if they are connected with a notifiable investment. The acquisition of "mere" branch offices or (material) parts thereof also does not come within the ambit of the ICA according to the administrative practice of the BMAW (see also FAQs BMAW Investment Control).

Furthermore, clearance under the ICA is not required if the target is a micro-enterprise (de minimis rule). A micro-enterprise is defined as an enterprise

  • That employs fewer than ten persons and
  • Whose annual turnover and/or annual balance sheet total does not exceed the threshold of €2 million

Scope of the review

The scope of the Austrian FDI regime is very wide (and its interpretation by the BMAW arguably even wider), in particular in regard to the sectors considered sensitive. In its Annex, the ICA distinguishes between

  • Particularly sensitive sectors as set out in part 1 of the Annex to the ICA (e.g., defense goods and technologies; operation of critical energy infrastructure; operation of critical digital infrastructure, in particular 5G infrastructure; water; research and development in regard to medicinal products, vaccines, medical devices and personal protective equipment). In case an investment concerns a particularly sensitive sector, the relevant threshold of voting shares is 10 percent and
  • "Normal" sensitive sectors as set out in part 2 of the Annex to the ICA (e.g., critical infrastructure, including information technology, health, data processing and storage, etc.; critical technologies and dual-use goods, including artificial intelligence, robotics, semiconductors, etc.; security of supply of critical resources, including energy supply, food supply, etc.; access to and the ability to control sensitive information, including personal data). In case an investment concerns a "normal" sensitive sector, the relevant threshold of voting shares is 25 percent

While the term "critical infrastructures, technologies and resources" is defined in the Annex to the ICA, the sectors explicitly listed in the Annex within the respective category of critical infrastructures, critical technologies or critical resources are per se considered to be critical. The degree of criticality is therefore not part of the jurisdictional assessment as to whether an investment is notifiable to the BMAW.

Pay attention to the “domino effect” and map out a filing strategy

Whether an investment may pose a risk to security or public order is part of the material assessment of the BMAW. In assessing this risk, the BMAW mainly focuses on the following two factors:

  • Investor-related factors, i.e., whether the Foreign Investor is directly or indirectly controlled by the government, including state bodies or armed forces of a third country, including through ownership structure or significant funding; whether the foreign investor has already been involved in activities affecting security or public order in a Member State; or whether there is a serious risk that the Foreign Investor engages in illegal or criminal activities and
  • The effect of the investment in the sectors listed in the Annex to the ICA. In this context, the BMAW looks at the nature and scope of the Austrian target's activities, including the products and/or services offered, the position on the market, customers, competitors and substitute products.

The BMAW's material assessment is not limited to key national security sectors (e.g., the defense or energy sector), but has a much broader focus, taking into consideration security of supply in a wide variety of sectors. Due to the long list of sensitive sectors and the broad categories, a vast number of investments is subject to the ICA and subject to a requirement to submit an application for approval.

A notifiable Relevant Investment may only be implemented following approval by the BMAW. As long as FDI clearance has not been granted, a notifiable Relevant Investment (the underlying transaction agreement) is deemed to have been concluded subject to the condition precedent that approval is granted.

A notifiable Relevant Investment that is carried out without FDI clearance is void under civil law until FDI clearance has been obtained.

If the BMAW becomes aware of a notifiable Relevant Investment for which the Foreign Investor has not applied for FDI approval, the Foreign Investor is requested to submit an application within three business days from receiving notice from the BMAW. If no such application is timely submitted, the BMAW has to initiate an official approval procedure on its own account and inform the Foreign Investor accordingly. The BMAW often consults the Austrian target to check relevance and notifiability of a transaction under the Austrian FDI regime.

Under the ICA, the following outcomes are conceivable:

Phase 1:

  • Decree that no approval procedure will be initiated because such procedure would be contrary to obligations under union or public international law
  • Decree that there are no objections to the acquisition
  • Approval by operation of law (legal fiction) in Phase 1 after
  • expiry of the one-month period (national level)

Phase 2:

  • Decree clearing the transaction
  • Decree clearing the transaction subject to commitments. The BMAW may impose commitments unilaterally
  • Decree prohibiting the transaction
  • Approval by operation of law (legal fiction) in Phase 2 after expiry of the two-month period (national level)
  • In the first 15 months of the new Austrian FDI regime (July 15, 2020 to September 30, 2021), the BMAW reviewed and completed 70 cases. Out of these 70 cases, nine were certificates of non-jurisdictions (Unbedenklichkeitsbescheinigungen) and 61 were full applications for FDI clearance. Out of these 61 full applications, 58 were approved without commitments and three were approved with commitments. No investment was prohibited or cleared by operation of law (legal fiction).

Review process timeline

FDI proceedings in Austria take on average two-and-a-half to three months and may take up to five-and-a-half to six months.

  • Phase 0: Under the Austrian FDI regime, the EU cooperation mechanism is a mandatory step before national proceedings are initiated. Phase 0 takes 35 calendar days on average (but may take considerably longer in case of comments and/or questions from the EC or other Member States). This does not include the time the BMAW takes for notifying the EC that a foreign direct investment within the meaning of the ICA is being made in Austria (which may take up to ten business days)
  • Phase 1 (national proceedings): Phase 1 takes one month and typically starts upon conclusion of the EU cooperation mechanism
  • Phase 2 (in-depth examination): Phase 2 takes two months. Phase 2 proceedings are only initiated where the BMAW sees the need for further clarification or has substantive concerns.
  • RFIs in Phase 1 and Phase 2 do not stop the clock unless the BMAW deems the filing incomplete upon initial review (prior to kicking off Phase 0). Usually, the BMAW uses the review periods (close) to the maximum allowed.

How foreign investors can protect themselves

Foreign investors should:

  • start to think about FDI early on in the transaction planning process
  • perform a multi-jurisdictional FDI analysis. Since trigger events and thresholds differ greatly, a diligent multi-jurisdictional analysis is therefore key.
  • Pay attention to the "domino effect" and map out a filing strategy. FDI authorities across the EU obtain information about (planned) investments out of the EU cooperation mechanism and other (public) sources, such as merger control filings. Some Member States, including Austria, submit every application to the EU cooperation mechanism. Where an investment is filed in one EU jurisdiction, a cautious approach should be taken in regard to other Member States. If a filing requirement is identified in a number of jurisdictions, a joint filing strategy should be adopted
  • Factor in the FDI risk (a prohibition and/or the imposition of (economically) unfavorable commitments) in the contractual framework (CP, long-stop date).

Looking ahead

Advisers see an increasing number of in-depth investigations. Among the reasons are the (potential) criticality of the affected sector or delays in the process of gathering information since the other involved stakeholders (ministries, provinces) sometimes fail to give (expert) feedback in time.

1 Binder Grösswang

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