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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: Belgium

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

13 min read

On November 30, 2022, the Belgian Federal State, the Flemish Region, the Walloon Region, the Brussels-Capital Region, the Flemish Community, the French Community, the German Community, the French Community Committee and the Joint Community Committee (through their respective governments and equivalent executive bodies, together the Belgian Governments), agreed on the final text of a cooperation agreement creating a single, uniform screening mechanism for foreign direct investments in Belgium (the Cooperation Agreement). The Cooperation Agreement fits within the framework created by the EU Regulation 2019/452 of the European Parliament and of the Council of 19 March 2019 (the EU FDI Regulation).

For non-EU investors wishing to make investments in a number of strategic areas, the Cooperation Agreement sets forth an ex ante screening mechanism, which shall be carried out by the Belgian Governments, coordinated by an Interfederal Screening Commission (the ISC). The ISC shall be composed of up to three representatives of the Federal State and one representative of each of the eight Regions, Communities and Committees (together the Federated Entities) mentioned above (the "Representatives") and a chair (who shall be a representative of the Ministry of Economy but shall not participate in the deliberations). Each of the Belgian Governments shall also designate one of their members (each a Minister) who shall, in the event a formal screening procedure is opened, have the authority to take the final decision on behalf of his or her government.

The Cooperation Agreement shall enter into force once it has been approved by the federal parliament and the parliaments of all Federated Entities. It is expected that this shall be or around July 1, 2023, although this date may still be postponed. The screening mechanism shall apply to investments which are signed after the date of entry into force.

Since 2021, the Flemish Government is authorized by law to cancel or suspend any operation resulting in a foreign investor acquiring control or decision-making power in government agencies or certain legal entities entrusted with missions of public interest, if such would threaten the strategic interests of the Flemish Region or the Flemish Community. It is expected that this authorization will continue to exist in parallel with the federal screening regime implemented by the Cooperation Agreement, although it may become less relevant in practice.

For non-EU investors wishing to make investments in a number of strategic areas, the Cooperation Agreement sets forth an ex ante screening mechanism

Who files

The screening mechanism set forth by the Cooperation Agreement covers only direct investments (as further defined below which includes investments in foreign legal entities controlling Belgian entities) by a foreign investor, defined as follows:

  • A physical person having its primary residence outside the EU or
  • An undertaking (including states, state agencies, public and private companies, associations and foundations, etc.):
    • Which has its registered seat or main activities outside the EU or
    • Whose ultimate beneficial owners have their primary residence outside the EU
    • Ultimate beneficial owners include, among other things, physical persons owning directly or indirectly 25 percent of the voting rights or exercise control through other means (e.g., a shareholders' agreement) or, in the absence of such persons, the physical persons holding senior management positions

Types of deals reviewed

The Belgian federal screening regime covers any kind of investment (including acquisitions of shares, subscription to a capital increase, and public takeover offers) in an undertaking, aimed at developing economic activities within the EU, provided that such investment meets each of the following conditions:

  • It aims at establishing or maintaining lasting direct relations between the foreign investor (as defined above) and the undertaking, including, without limitation, investments which allow an effective participation in the management or control of the relevant undertaking and
  • It could have negative consequences for the national security, public order or the strategic interests of the Federated Entities

Strategic interests include, among other things, safeguarding the continuity of vital processes, preventing strategic or sensitive information from falling into foreign hands, and guaranteeing strategic independence

The scope of application of the screening regime is not limited to direct investments in legal entities that are established or active in Belgium, but also includes direct investments in foreign legal entities (whether established in EU Member States or in third countries) which control an undertaking that has its registered seat or head office in Belgium, provided that the conditions set forth above are satisfied.

The conditions set forth above are considered satisfied and shall trigger a notification obligation if the envisaged investment would result in a direct or indirect, active or passive acquisition of:

  • 25 percent or more of the voting rights in a Belgian entity the activities of which concern:
    • Critical infrastructure (both physical and virtual) for energy, transport, water, health, communications, media, data processing or storage, aerospace, defense, electoral or financial infrastructure and sensitive facilities, as well as the land and real estate crucial for the use of such infrastructure
    • Technologies and raw materials that are of essential importance to safety, including public health safety, defense and public order control, military equipment subject to the "Common Military List" and national control, dual-use items, artificial intelligence, semiconductors, robotics, cybersecurity, aerospace, defense, energy storage, quantum and nuclear technologies and nanotechnologies
    • Supply of critical inputs, including energy, raw materials and food security
    • Access to sensitive information (e.g., relating to Belgium's defense and strategic interests), as well as personal data or the possibility to control such data
    • Private security (e.g., monitoring and protection of persons and goods) and
    • Freedom and pluralism of the media (e.g., news outlets, broadcasting services, newspapers, etc.)

The parties may not proceed with closing of the investment until approval has been obtained

  • 25 percent or more of the voting rights in a Belgian entity that: (a) is active in the biotech sector, and (b) has realized a turnover of more than €25 million in the financial year preceding the investment
    • 10 percent or more of the voting rights in a Belgian entity that: (a) is active in the biotech, energy, defense (including dual-use products), cybersecurity and electronic communication or digital infrastructure sectors, and (b) has realized a turnover of more than €100 million in the financial year preceding the investment

The Belgian Governments may, by unanimous agreement, decrease the 25 percent threshold referred to under (i) and (ii) to 10 percent, and/or increase the 10 percent threshold referred to under (iii) to 25 percent. There is no indication that such is currently contemplated.


Notifications of direct investments falling within the scope of application must be submitted by the non-EU investor to the secretary office of the ISC, supported administratively by the Federal Ministry of Economic Affairs, which will also play a coordinating role in the process. The notification must be made after signing of the agreement relating to the direct investment but before the closing thereof. Parties may also notify a draft agreement, provided that all parties confirm their intention that the final agreement shall not materially deviate from the draft.

In case of an acquisition of shares in a listed company on the stock exchange, the notification must be done, at the latest, at the moment of the acquisition, but except for any financial rights, all rights attached to such shares will be suspended until the transaction has been approved.

The parties may not proceed with closing of the investment until approval has been obtained or is deemed obtained in accordance with the Cooperation Agreement.

The notification includes, among others, information on the foreign investor (ownership structure, including ultimate beneficiary owners, activities of the investor's group including in non-EU countries), deal value and financing of the investment.

Review process timeline

The review procedure can be broken down into two or three phases:

  • The secretary office of the ISC will conduct a preliminary review upon receiving the above notification and may send requests for additional information to the parties. In addition, at the latest on the fifth day following the notification, the ISC can request formal advice to multiple relevant official instances, which are mandatory in certain cases. The pre-notification phase, which lasts until the secretary office informs the parties that it considers the notification to be complete, does not have a statutory deadline. In accordance with the EU FDI Regulation, once the notification is complete, the ISC shall inform other EU Member States and the European Commission of the notification, each of which may provide comments within 35 calendar days
  • The assessment phase lasts for 40 calendar days and begins when the ISC informs the parties that the notification is deemed complete. During this phase, the ISC will conduct a high-level review of the direct investment and may request additional information, following which the deadline of 40 calendar days is suspended until all requested information has been received

    During the assessment phase, each of the Belgian Governments that is geographically concerned by the direct investment (taking into account the separation of powers between the Federal State and the regional entities) will, under coordination of the ISC, conduct its own investigation. The ISC and each of the relevant Belgian Governments may request the advice from certain federal government agencies, including the General Intelligence and Security Service (whose advice is mandatory in certain cases, e.g., when the undertaking is involved in defense-related industries). The ISC may also decide to appoint one or more experts

    During the assessment phase, each of the relevant Belgian Governments shall examine whether the direct investment could result in threats to the public order, national security or strategic interests, whereby it shall take into account the comments from other EU Member States (if any) as well as the following factors:

    • Whether the foreign investor is directly or indirectly controlled by a government of a third country through ownership or substantial financing arrangements
    • Whether the foreign investors has been involved in activities that might affect national security or the public order of a EU Member state or a third country and/or
    • Whether there is a serious risk that the foreign investor is involved in illegal or criminal activities

    If one of the relevant Belgian Governments has identified concrete indications that such a threat exist, it may request the ISC to proceed with the screening procedure. If no such threats have been identified, the direct investment shall be approved and the parties shall be informed accordingly. If no decision is made within the deadline of 40 calendar days (as may be extended in case additional information is requested), the direct investment shall be considered approved. The decision whether or not to proceed with the screening procedure is not subject to appeal

  • A formal screening procedure will be initiated if one of the relevant Belgian Governments has, within the aforementioned deadline, identified concrete threats to public order, national security, or strategic interests of Belgium or the Federated Entities (as applicable)

    Any relevant Belgian Government that believes that the direct investment poses a threat to the public order, national security or strategic interests (each as defined above) may draw up a draft opinion within 14 calendar days following the opening of the screening procedure. Such term can be extended at the request of the relevant Belgian Government in light of the complexity of the matter

    The implementation of the Cooperation Agreement will have to be closely monitored

    Each draft opinion shall be provided to the foreign investor for comments. Following such comments, the ISC or the foreign investor may request an oral hearing to take place within ten calendar days following the opening of the screening procedure (during which the delay of 14 calendar days referred to above shall be suspended). If one of the relevant Belgian Governments proposes to approve the transaction subject to corrective measures, negotiations shall take place between the ISC and the foreign investors in order to agree on the binding agreement relating to such corrective measures as well as the implementation thereof. In case of negotiations, the delay of 14 calendar days shall be suspended for the one month (or longer if agreed by the foreign investor and the ISC)

    Each relevant Minister must, on the basis of the draft opinions, take a "provisional decision" as to whether the direct investment shall be rejected or approved (subject to the binding agreement in case a binding agreement has been agreed). The combination of those provisional decisions result in a joint decision of the ISC as follows:

    • A negative decision, if (i) the Minister of the Federal Government so decides (such decision requiring approval by the Council of Ministers), or (ii) the Ministers of all relevant Federated Entities so decide unanimously or
    • A positive decision (subject to the entering into the binding agreement if applicable) in all other cases

    A foreign investor may lodge an appeal against a negative decision with a specialized section of the Court of Appeals of Brussels, which shall hear the case in summary proceedings. The Court may only decide to annul a negative decision (but not replace it by a positive decision). In case of such annulment, the ISC should adopt a new decision in accordance with the above procedure. However, the Court has full powers in relation to fines (i.e., the Court can decide to annul, increase or decrease fines).

    The Cooperation Agreement also gives the ISC the option to start ex officio investigations of envisaged direct investments deemed to fall under the screening regime. The ISC does not have to inform the companies involved of such an investigation, but it can advise them to notify the envisaged direct investment. A formal procedure may be initiated in the event of non-compliance or non-cooperation.

Corrective measures

Corrective measures referred to above may include requirements related to exchange of sensitive information, security clearance of directors, reporting to Belgian authorities, protection of sensitive technologies/know-how/source codes held by the Belgian entity, continuity of supply of sensitive products/services and, in some cases, corporate or business restrictions on the foreign investor as well as divestment measures.

Penalties for non-compliance

A foreign investor may be subject to an administrative fine of up to 10% of the envisaged direct investment in the following events:

  • No or incomplete data were provided during a notification or a request for information on which an opinion or a decision was then based
  • Additional information is not provided within the time limit set forth in the request for information and
  • The spontaneous notification of a non-notified envisaged direct investment is made within a period of 12 months following its completion or when the ISC ex officio initiates a screening procedure within a period of fewer than 12 months following the date of closing of the envisaged direct investment

In addition, a foreign investor may be subject to an administrative fine of up to 30 percent of the envisaged direct investment if:

  • The investor fails to comply with the notification obligation, except in the cases expressly provided by the Cooperation Agreement
  • Inaccurate or misleading information is provided in a notification or a response to a request for information
  • The investor does not comply with the request to cease the completion of the envisaged direct investment or
  • Corrective measures are not implemented within the time allowed

Looking ahead

The implementation of the Cooperation Agreement will have to be closely monitored, as it could have an impact on Belgium's competitiveness in attracting foreign capital. Companies looking for foreign direct investment will indeed have to be attentive and reassuring, in order to guarantee to potential investors that a direct investment can be carried out without pitfalls.

Belgium will have to guarantee a high degree of efficiency and predictability in the execution of the screening mechanism. In this context, competitive auction procedures involving companies active in sensitive sectors could benefit prospective investors from EU Member States, to the detriment of non-EU investors, who are increasingly subject to regulatory constraints such as the screening procedure set out above.

Over time, the application of the foreign direct investment screening procedure will increase certainty and clarity regarding the types of investments that are considered to fall within the scope of the Belgian framework and those that are likely to raise concerns.

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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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