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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: China

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

7 min read

In China, the Foreign Investment Law (FIL) and its implementation regulations create the framework for the foreign investment security review (FISR) system. The Measures for Security Review of Foreign Investments (the "FISR Measures") further develop the scope of FISR—nonetheless, the FISR Measures describe the targeted sectors in broad strokes, leaving substantial room for further interpretation and clarification.

Recent updates

In 2022, China continued to strengthen its national security regulatory regime by detailing additional cybersecurity and data security clarifications to its FISR system.

  • In December 2021, 13 regulatory authorities at the ministry level led by the Cyberspace Administration of China (CAC) jointly promulgated the new Measures for Cybersecurity Review (the "Cybersecurity Review Measures"), which took effect on February 15, 2022. The Cybersecurity Review Measures include the following key elements:
    • Expanded the scope of regulated entities from critical information infrastructure operators to all network operators
    • Added China Securities Regulatory Commission as one of the reviewing authorities for cybersecurity review and
    • Specified that network operators that control personal information of more than one million users must file cybersecurity review before applying for listing overseas
  • In 2022, the CAC promulgated the Measures for Security Assessment of Cross-Border Data Transfer in July, which took effect on September 1, 2022, and the Guide to the Application for Security Assessment of Cross-Border Data Transfer (First Edition) in August. The regulatory measures and guide detailed the circumstances under which a security assessment is required for cross-border data transfer and how to conduct such a security assessment.

In practice, various regulatory authorities will closely cooperate with each other in monitoring foreign investment activities in China

Who files

According to the FISR Measures, if a transaction falls within the scope of FISR, either the foreign investor or the Chinese party (each a "Filing Party") must file an application with the office of the working mechanism (the "FISR Office") before the commencement of the transaction in order to meet the regulatory filing requirements. If the Filing Parties fail to file an FISR application and commence a transaction, and the FISR Office determines that it falls within the scope of FISR, the FISR Office has the authority to require the Filing Parties to suspend the transaction and submit an FISR application.

In practice, various regulatory authorities will closely cooperate with each other in monitoring foreign investment activities in China. For example, if an antitrust filing is required for a transaction and such transaction is likely to fall within the scope of FISR, the antitrust regulatory authority may share the relevant information of such transaction with the FISR Office for further review and clearance before processing the antitrust filing. Based on the review of the relevant information, the FISR Office may notify one of the parties to a transaction to submit an FISR application.

Types of deals reviewed

Under the FISR Measures, the FISR Office has the authority to review a broad range of direct and indirect investment activities conducted by foreign investors, including:

  • Greenfield Investments. Investments to initiate a new project or establish a new enterprise in China, either independently or jointly with other investors
  • Acquisition of Equity Interest or Assets. Investments involving the acquisition of equity interest or assets of an enterprise in China. This category covers transactions between two foreign parties involving the indirect acquisition of equity interest or assets of a Chinese enterprise, such as share transfer at the shareholder level outside China
  • Investments with Other Structures. Investments in China through other structures. This category is broadly defined in order to give the regulator great flexibility in interpretation, and it is our view that foreign investments via a variable interest vehicle and public offering of Chinese enterprises through merging with special purpose acquisition companies (i.e., De-SPAC transactions) will likely fall into this category

Given the broad definition of foreign investments, we recommend that foreign investors evaluate carefully before the commencement of a transaction to avoid FISR compliance risks.

Scope of the review

A foreign investment transaction is subject to FISR if:

  • It involves sectors related to national defense and security, such as arms and arms-related industries or in geographic locations in close proximity to military facilities or defense-related industries facilities OR
  • It (i) involves sectors significant for national security, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transportation services, cultural products and services, information technology and internet products and services, financial services, and key technologies; and (ii) will result in foreign investors obtaining "actual control" of the target enterprise

Foreign investors will be deemed to have "actual control" over a target enterprise if: (i) foreign investors hold more than 50 percent of the equity interest in such enterprise; (ii) even if foreign investors hold less than 50 percent of the equity interest in such enterprise, such foreign investors can exert significant influence at the shareholder or board level by virtue of voting rights; or (iii) other circumstances under which foreign investors can exert significant influence over the operational decision making, personnel, finance and technology of the target enterprise.

In addition, although not explicitly stipulated under relevant laws and regulations, the FISR Office may consider the following factors in reviewing the FISR applications in practice:

  • Whether the foreign investor is, directly or indirectly, connected to any foreign government or any political parties of a foreign country
  • Whether the Chinese enterprise involved has customers that are state-owned enterprises or entities in military, defense, financial, transportation or public utilities sectors
  • Whether the products or services provided by the Chinese enterprise involved are otherwise readily available in the Chinese market and
  • Whether the Chinese enterprise involved has access to the important data of its customers or collects any personal data within China

Foreign investors may consider scheduling pre-application consultations with officials

Review process timeline

The FISR Measures provide the typical timeline and process for the FISR review of a transaction:

  • Preliminary Review. Upon the receipt of an application, the FISR Office will make a preliminary decision on whether a transaction is subject to general review within fifteen (15) working days
  • General Review. If the FISR Office decides that a transaction should be subject to general review at the conclusion of the preliminary review, it will conduct and complete the general review within thirty (30) working days of the date it made its preliminary review decision
  • Special Review. If the FISR Office determines that a transaction should be subject to special review at the conclusion of the general review, the FISR Office will conduct and complete the special review within sixty (60) working days. Under special circumstances, the FISR Office may extend the special review at its own discretion and will inform the applications with a written notification. The FISR Office will issue its final decision to applicants after the completion of the special review

During the FISR Office's review, parties to a transaction are prohibited from proceeding with a transaction. In other words, the FISR must be completed prior to the closing of a transaction.

How foreign investors can protect themselves

  • Foreign investors should continue to be mindful of the legislative and enforcement developments on China's national security regulatory regime, and pay special attention to transactions that might fall within the industries that are more likely to trigger national security concerns
  • Foreign investors should be cautious when completing acquisitions before obtaining FISR approval, as they might be forced to divest the acquired equity interest or assets in China if the transaction ultimately fails the FISR approval process
  • Due to enforcement uncertainties and the broad scope of captured industries, foreign investors interested in sensitive industries may wish to conduct a comprehensive pre-transaction analysis before proceeding with the transaction to avoid compliance risks
  • Foreign investors may consider scheduling pre-application consultations with officials from the FISR Office to determine FISR risk before commencing the formal application process to reduce transaction uncertainties

Looking ahead

In recent years, China has been making a sustained effort to strengthen its national security regulatory regime, including from a data security perspective. In particular, the regulatory measures and guide on cross-border data transfer promulgated in 2022 has provided detailed guidance for business operators. Given that China is still in the process of completing its data security legal framework, we expect that additional regulatory rules will be rolled out to enhance data security protections.

Although China has promulgated a set of laws and regulations to establish its national security regulatory regime, the broad language of the FIL and the FISR Measures leaves ample room for regulators to apply their interpretation and clarification on the operation of China's FISR system. Finally, given the current and rapidly changing geopolitical situation, China will likely continue its efforts to promulgate additional rules to strengthen FISR implementation.

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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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