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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: Ireland

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

10 min read

Philip Andrews (McCann Fitzgerald LLP) authored this publication

Ireland's proposed new law on the screening of foreign direct investments, the Screening of Third Country Transactions Bill 2022 (the TCTB), scheduled to be adopted in Q1 2023 and entered into force soon after, will for the first time "…provide the Government with powers to protect security or public order from hostile actors using ownership of, or influence over, businesses and assets to harm the State."

The TCTB, to give effect to Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019, will require pre-notification to and prior approval of the Irish Minister of Enterprise, Trade & Employment on a wide array of transactions. Importantly, the TCTB will also have retrospective effect, allowing the Minister to review transactions that were completed in the 15 months prior to the law's entry into force.

Recent updates

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

Who files

The TCTB is generally applicable to an acquisition of control (broadly defined) of an Irish business by an investor (or "persons connected with" such an investor) from anywhere other than an EU Member State, a member of the EEA, or Switzerland.

The obligation to notify applies to all parties to a notifiable transaction, meaning both buyer and seller. An exception applies for a "party to a transaction ... where it is not aware of the transaction," even if it is unclear when such an exception might apply or how it might be demonstrated.

Of note, the TCTB explicitly provides for a process to permit one notifying party consent to another party notifying on its behalf and thereby relieve that party of its notification obligation.

The TCTB explicitly provides for a process to permit one notifying party consent to another party notifying on its behalf and thereby relieve that party of its notification obligation

Types of deals reviewed

The TCTB covers any transaction, acquisition, agreement or other economic activity involving change of control of an asset in Ireland or the acquisition of all or part of any interest in an Irish company. Such transactions must be pre-notified and cleared by the Minister if they meet all of the following criteria:

  • A third-country investor (as described below), or a person connected with such investor, is a party to the transaction
  • The transaction "directly or indirectly" relates to, or impacts upon, one or more of the relevant matters (as described below)
  • The value of the transaction is equal to or greater than an amount to be specified by the Minister (or, in the absence of specification, €2 million) and
  • The transaction relates to an Irish asset, business or firm

A transaction that results in the acquisition of shares or voting rights in an undertaking (as opposed to a change of control of an asset) is not notifiable unless: (i) all of the above criteria are satisfied; and (ii) the percentage of shares or voting rights held by the person in the undertaking changes from:

  • 25 percent or less to more than 25 percent; or
  • 50 percent or less to more than 50 percent

Reflecting Article 4(1) of Regulation (EU) 2019/452, the TCTB applies to transactions that "relate to, or impact upon, one or more of the following matters:"

  • Critical infrastructure, including energy, transport, water, health, communications, media, data processing or storage, aerospace, defense, electoral or financial infrastructure and sensitive facilities, including the land/real estate necessary for the use of such infrastructure
  • Critical technologies and dual-use items including AI, robotics, semiconductors, cybersecurity, aerospace, defense, energy storage, quantum and nuclear technologies, nanotechnologies and biotechnologies
  • Supply of critical inputs, including energy or raw materials, as well as food security
  • Access to sensitive information, including personal data or the ability to control such information and
  • The freedom and pluralism of the media

In addition, the TCTB gives the Minister sua sponte powers to instigate review of a foreign investment if the transaction might impact security or public order. These "not notifiable" transactions are not subject to mandatory approval, but can be called in by the Minister if he or she has "reasonable grounds" for believing that the transaction affects or would likely pose a risk to the security or public order of the state.

Scope of the review

In reviewing a transaction, the Minister will assess whether the transaction affects, or would be likely to affect, the security or public order of Ireland, with regard to the following factors:

  • Whether a party to the transaction is controlled by a government of a third country and the extent to which such control is inconsistent with the policies and objectives of Ireland
  • The extent to which a party to the transaction is already involved in activities relevant to the security or public order of Ireland
  • Whether a party to the transaction has previously taken actions affecting the security or public order of Ireland
  • Whether there is a serious risk of a party to the transaction engaging in illegal or criminal activities
  • Whether the transaction presents, or is likely to present, a person with an opportunity to undertake actions that are disruptive or destructive to persons in Ireland; improve their access to sensitive undertakings, assets, people or data; or undertaking espionage affecting or relevant to the interests of Ireland
  • Whether the transaction would likely have a negative impact in Ireland on the stability, reliability, continuity or safety of the relevant matters (as set out above)
  • Whether the transaction would result in persons acquiring access to information, data, systems, technologies or assets that are of general importance to the security or public order of Ireland
  • Comments of EU Member States and the opinion of the European Commission and
  • The extent to which the transaction affects, or is likely to affect, the security or public order of another EU Member State or the European Union

The Minister is required to take into account written submissions made by the parties to the transaction and to consult with an "advisory panel," comprising civil servants drawn from a number of key government departments, as well as other government ministers.

The TCTB requires the Minister to issue a written “screening notice” to the parties “as soon as practicable” following the commencement of a review

Powers of the Minister

If the Minister finds that a transaction affects, or would be likely to affect, the security or public order of the state, the Minister will be empowered to direct the parties:

  • Not to complete the transaction, or such parts of the transaction as the Minister may specify
  • Not to complete the transaction, or such parts of the transaction as the Minister may specify, before or after such date or dates as the Minister may specify
  • To sell or divest itself of any matter, including businesses, assets (tangible or intangible), shares, real property or intellectual property
  • To modify or constrain its conduct or practice in specified ways
  • To cease a specified conduct or practice
  • To prevent the flow of competitively sensitive information between undertakings or within divisions, units, departments or other organizational units within an undertaking
  • To report to the Minister, on such terms as the Minister may specify, on the parties' compliance with conditions imposed or
  • To pay to the Minister, or such other person as the Minister may specify, such amounts as the Minister may specify in order to meet the reasonable costs associated with monitoring compliance with conditions imposed by the Minister

The Minister will also have power to review non-notified transactions retrospectively up to five years from the completion of the transaction or six months from when the Minister becomes aware of the transaction, whichever is later.

Review process timeline

Review timetable & suspensory effect

The TCTB requires the Minister to issue a written "screening notice" to the parties "as soon as practicable" following the commencement of a review. The screening notice summarizes the reasons for which the transaction is being reviewed and provides the parties the option to submit written submissions.

The effect of issuance of a screening notice is that the notified deal cannot be completed and the parties cannot take action furthering the transaction until the Minister makes a screening decision approving the transaction.

It follows that deals that manifestly do not risk raising national security or public order concerns can be completed without prior approval of the Minister, although risk is on the parties in this case.

A "screening decision" must be adopted by the Minister within 90 calendar days of receipt of a filing (in the case of a notified transaction) or issuance of a screening notice (where a transaction has not been notified but the Minister exercises the power to "call in" a transaction for review), although this 90-day period can be extended to 135 calendar days effectively on election of the Minister.

Where the transaction has already been completed (e.g., a non-notified transaction), the Minister may direct the parties to the transaction to take such actions as the Minister may specify for the purpose of protecting the security or public order of Ireland (including divestment of the business, shares, assets, property or intellectual property in question).

The Minister may, at any time following the commencement of a review, issue a "notice for information" where further information is considered necessary. The issuing of a notice for information suspends the review timetable, starting from the date on which the notice is issued until the date on which the Minister confirms that the relevant party has provided all of the requested information.

Penalties for non-compliance

The TCTB will make it a criminal offense to:

  • Fail to notify a notifiable transaction as required under the Bill
  • Complete the transaction, or take any action for the purpose of completing or furthering the transaction until the Minister makes a screening decision approving the transaction, where a screening notice has been issued with respect to a transaction
  • Complete the transaction other than in accordance with the conditions, where a transaction is subject to a conditional screening decision
  • Complete the transaction, or take any action for the purpose of completing or furthering the transaction, where the Minister makes a screening decision blocking a transaction
  • Fail to comply with a notice for information
  • Provide the Minister with information that the party knows is false in a material respect, or is reckless as to whether it is false in a material respect

Criminal penalties for non-compliance on any of these grounds may apply to companies and individuals, and include fines of up to €4 million and/or a term of imprisonment of up to five years (for conviction on indictment).

Looking ahead

As noted, the TCTB will be Ireland's first-ever law on foreign investments into the country. Already, however, a number of points are clear.

First, given the law's broad application, and particularly that it will apply to UK investments (including from Northern Ireland), a key issue will be legal certainty particularly for no-issues deals. Guidance from the department on deals unlikely to give rise to a screening notice would be particularly welcome.

Second, the speed, efficiency and transparency of the new regime will be important. The Irish mergers and antitrust regulator, the CCPC, has a strong record of clearing uncontroversial deals quickly and of adopting clear, well-reasoned decisions that provide a body of precedent for practitioners to rely on. But the TCTB will likely require a much higher number of filings than Ireland's merger control rules, and it will be important that the Department for Enterprise, Trade and Employment is sufficiently well resourced.

Finally, guidance on the level of diligence required by practitioners and deal-makers in determining whether a "connected person" with a foreign investor involved would be welcome. The TCTB defines a "connected person" as (a) a spouse, civil partner, parent, sibling or child of a foreign investor; (b) a person acting in the capacity as trustee of any trust, the principal beneficiaries of which are: (i) a foreign investor; (ii) a spouse, civil partner, parent, sibling or child of a foreign investor; or (iii) an undertaking controlled by a foreign investor or connected person, or (c) in partnership with a foreign investor or connected person. This will clearly require significant understanding of the ownership and control structure of foreign investors.

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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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