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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: Estonia

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

7 min read

Kevin Gerretz (Ellex Circle Law Firms) authored this publication

Estonian security policy considers the well-being of the economy as dependent on both (1) exports to stable and trustworthy foreign markets on one hand and (2) reliable foreign investments into the Estonian economy on the other hand. It is therefore of national importance to ensure investments into strategic companies (primarily energy, transport and communications) are beneficial to their sustainable development and quality of services. At the same time, Estonia is one of the few EU Member States where there has been no foreign direct investment (FDI) review mechanism in place.

Following the COVID-19 pandemic and resulting global economic retrenchment, including relocation of resources and lines of power, coupled with Russia's military aggression against Ukraine, Estonia has acknowledged that its small and open economy is an attractive and vulnerable target for achieving geopolitical ambitions and recognizes that the establishment and implementation of measures for FDI control is important and relevant.

Therefore, a Foreign Investment Prudential Assessment Act (unofficial translation from Estonian, the FIPAA) was adopted by the Parliament on January 25, 2023. The FIPAA will regulate foreign investments into companies active in pre-defined economic sectors for the purpose of preventing adverse effects on Estonian security and public order. In practical terms, this means that as the FIPAA comes into force on September 1, 2023, certain foreign investments will need to apply for clearance before the transaction can be closed.

Estonia has acknowledged that its small and open economy is an attractive and vulnerable target for achieving geopolitical ambitions

Recent updates

Estonia contemplated changes to its FDI regime, which were adopted in early 2023.

Who files

The FIPAA is intended to apply to any direct or indirect acquisition of (i) significant holding in, (ii) control over, or (iii) a part of (incl. assets) an Estonian target undertaking by a foreign investor.

A significant holding is defined as (A) holding (i) at least 10 percent of shares, or (ii) at least 10 percent of votes; or (B) giving decisive influence over the management by other means. Control is defined as either: (i) holding of the majority of votes represented by shares; (ii) the right to appoint or remove the majority of management members; (iii) control over the majority of votes pursuant to an agreement entered into with other shareholders; (iv) exercise or the power to exercise dominant influence or control.

The term "foreign investor" within the meaning of the FIPAA includes a (i) natural person who is a national of a third country (in case of dual- nationality, at least one nationality of a third country) or stateless; (ii) undertaking (within the meaning of competition law) which is established under the laws of a third country; (iii) any undertaking under the control of a natural person specified under (i) or undertaking specified under (ii) regardless of the country of establishment. "Third country" is defined as any non-EU country.

If the relevant transaction is subject to the FIPAA, the law provides for a process of review and approval of foreign investments to determine whether the foreign investments bring about negative effects on Estonian (or any other EU Member State's) security and public order. The FDI regime is mandatory and suspensory in nature, meaning that if the transaction is subject to review in accordance with the FIPAA, the foreign investor must file an application for review and the transaction is subject to a standstill obligation until the clearance has been issued by the competent authority (Consumer Protection and Technical Regulatory Authority).

The review will start upon making a complete obligatory filing under the FIPAA by the foreign investor. The FIPAA does not allow voluntary filings. If the transaction is not subject to FDI control, the authority will terminate the process. However, the competent authority may be approached before filing in order to request a preliminary assessment as to whether the transaction is subject to a mandatory filing requirement or not.

Types of deals reviewed

The FIPAA provides for an exhaustive list of economic sectors and/or criteria to determine if the Estonian target will be subject to the mandatory FDI review process and approval. The types of targets in scope include e.g., providers of vital services (such as suppliers of electricity, natural gas or liquid fuel; providers of data transmission services, payment services and cash circulation services; providers of district heating and water supply and sewage), all state-owned companies (in which the state holds a significant holding), suppliers of military or dual-use goods, providers of nationwide TV and radio services, newspapers, magazines and online/print news, railway infrastructure managers, certified operators of aerodromes, heliports and air navigation service providers; as well as operators of Estonian maritime ports that are a part of the trans-European transport network.

Scope of the review

The FIPAA will enter into force on September 1, 2023

During the review process, the authority will assess the impact of the foreign investment on the security and public order of Estonia or any other EU Member State (where such Member State raises concerns) in regard to the foreign investor target's economic activities, and the economic sector in which the target operates.

Review must always occur before closing, and a standstill obligation applies until approval is obtained. Transactions that run the risk of being subject to FDI review should seek clearance by submitting an application to the authority well before the planned date of closing (at least 30 calendar days, although the review process may be extended up to 180 calendar days in certain cases—see further details on timing below). If the foreign investment would be blocked under the FIPAA, the authority may clear the foreign investment conditionally, whereby the foreign investor or the target is obligated to offer remedies to avoid risks to the security or public order of Estonia or any other EU Member State, including to divest a certain shareholding in the target or maintain existing service or supply agreements.

The authority may annul an earlier clearance after it has been issued on certain grounds, including where the investor does not comply with conditions specified in the decision (in case of a conditional clearance) or the investor has submitted false or misleading information and/or documents that constituted a decisive factor for the clearance. Upon annulment, the foreign investor or the target is required to immediately reverse the transaction (by returning to the initial state of affairs to the maximum extent possible).

Where a foreign investment subject to the FDI regime is completed without a clearance, the authority may issue a precept requiring (i) divestment of the shareholding or business; (ii) reversal of the transaction; or (iii) the taking of any other measures to return to the initial state of affairs.

Review process timeline

The process can take up to 180 calendar days from the date of submission of a complete application to the authority. By default, the authority is required to adopt a decision within 30 calendar days from the submission of a complete application. The process may be extended once by up to 90 calendar days where (i) this is necessary for the assessment of the foreign investment's impact, or (ii) another EU Member State or the European Commission intends to provide comments on the foreign investment in accordance with Regulation (EU) 2019/452. Furthermore, where clearance can be given only conditionally, the authority may extend the above deadlines by up to 60 calendar days for discussions on remedies.

How foreign investors can protect themselves

Where a transaction gives rise to the risk of being subject to FDI review and approval, non-EU investors should consider filing the application with the authority at least 30 calendar days prior to the planned closing. For a foreign investment that risks having an adverse effect on the security and public order of either Estonia or another EU Member State, the time of filing an application should be brought further forward to account for the potential extension of the review process up to a total of 180 calendar days.

After the FIPAA enters into force on September 1, 2023, it will therefore become critical for foreign investors to consider also Estonian FDI review issues in planning and negotiating transactions. In particular, a foreign investor must ensure that it includes a closing condition predicated on obtaining FDI clearance in Estonia, where appropriate, and take this into account for setting the long-stop date. It may also be appropriate for the parties to assess the national security risk.

Looking ahead

The FIPAA will enter into force on September 1, 2023. Thereafter, non-EU investors must consider Estonian FDI review issues in planning and negotiating transactions. Attention should be given also to those transactions that have been signed but have not yet closed at the time the FIPAA enters into force. It is currently estimated that the number of potential Estonian targets within the scope of the FDI review process is approximately 330 companies. Given that there are no turnover thresholds and also indirect acquisitions of minority shareholdings (≥10 percent) may be caught, an Estonian FDI filing might pop up from the most unexpected situations.

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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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