Our thinking

Foreign direct investment reviews 2023: A global perspective

What's inside

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: Italy

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

7 min read

The Italian FDI regime is also known as the "Golden Power Law" or "Golden Power regime" in Italy, as it gives the Italian government "golden" or special powers to approve or veto FDIs.

Since 2012, the Italian government has reviewed all transactions relating to Italian companies that carry out "strategic activities" or hold "assets with strategic relevance" in certain sectors deemed critical for Italy.

In the past three years, FDI control has expanded to further protect Italian strategic assets against potentially predatory transactions.

Recent updates

The year 2022 brought both substantial and procedural changes to the Italian FDI screening regime, including:

  • The expansion of FDI control to transactions in which the acquirer or ultimate beneficial owner is an Italian or EU person resulting in the:
    • Acquisition of a controlling interest in target companies in the energy, transportation, communication, health, agri-food and financial (including credit and insurance) strategic sectors (Key Other Sectors) or
    • Change of ownership, availability or change in the use of strategic assets of target companies in the Key Other Sectors
    • The introduction of an obligation to file for the target company in addition to the purchaser and
  • The adoption of a new pre-notification (pre-signing) procedure, pursuant to which:
    • Any company is entitled to file a voluntary pre-notification based on the information available as of the date of the pre-filing and
    • Within 30 days of the pre-filing, the government must complete an assessment with one of the following outcomes: (1) out of scope—in which case no filing is due; (2) in scope—in which case filing is due; or (3) in scope but evident that no special powers will be exercised—in which case no filing is due.

Who files

The Golden Power filing must be made by:

  • Any company adopting a resolution in connection with a transaction including, without limitation, asset sales, mergers, demergers, transfer of headquarters outside of the Italian territory, or changes to the corporate purpose, which would result in a change of ownership, availability or use of strategic assets (Strategic Company Transactions) or
  • Each of the purchaser and the target company in connection with the acquisition, direct or indirect, of an equity or debt interest or the voting rights in a target company holding strategic assets under the Golden Power Law (Strategic Acquisitions)

As further discussed below, in addition to applying to non-Italian and non-EU persons, the Golden Power Law and relevant filing obligation may also apply to Italian and EU persons depending on the relevant strategic business sector and the type of transaction subject to notification and review.

Types of deals reviewed

Under the Golden Power Law's permanent measures, Golden Power clearance is mandatory for any:

  • Strategic Company Transaction carried out:

    • In the defense and national security sectors by any investor
    • In the Key Other Sectors, by any EU (including Italian) investor or
    • In strategic sectors other than defense and security and 5G technology, but including the Key Other Sectors, by any non-EU investor (the Other Sectors)
  • Transaction resulting in the assignment by guarantee of the strategic assets to any investor, in the defense and national security sectors
  • Strategic Acquisition of:
    • An equity interest exceeding certain thresholds (currently 3, 5, 10, 15, 20, 25 and 50 percent) by any investor, other than the Italian State or any Italian public or publicly controlled entity, for the defense and national security sectors
    • A controlling interest by any EU (including Italian) investor, for any Ket Other Sector or
    • (i) A controlling interest, or (ii) at least 10 percent of the corporate capital or voting rights (and any subsequent acquisition exceeding 15, 20, 25 and 50 percent), so long as the investment value is equal to or exceeds EUR 1 million, in each case by any non-EU investor, for any Other Sector or
    • Agreements involving the acquisition of, or the provision of services in connection with, 5G technology, solely to the extent that non-EU investors are involved.

Scope of the review

The implementing decrees of the Golden Power Law set out the strategic businesses and/or assets falling within the industrial sectors subject to FDI review, as summarized below. However, the scope of "industrial sectors" remains broadly defined.

The main businesses or assets in each sector are:

  • Defense and national security:
    • All businesses operating in the sector or
    • Businesses producing dual-use products with revenues greater than €300 million
  • Energy:
    • Platforms for the supply of energy and gas
    • Critical infrastructure and real estate connected to the nuclear, oil & gas sectors or
    • Businesses operating in the energy sector with revenues greater than €300 million and employing more than 250 workers
  • Critical infrastructure, transportation and telecommunications:
    • Essential infrastructure for the safekeeping of the state's well-being and vital functions, as well as aerospace infrastructure
  • Financial, insurance and credit:
    • Critical technologies in the financial, insurance and credit sectors or
    • Businesses operating in the financial, insurance and credit sectors with revenues greater than €300 million and employing more than 250 workers
  • Media:
    • Registered media companies
  • Critical technologies:
    • Essential technologies for the safekeeping of the state's well-being, vital functions and economic progress (e.g., AI, MTM communication, cybersecurity, aerospace and robotics)
  • Healthcare and pharma:
    • Critical technologies in the healthcare sector
    • Businesses operating in the healthcare sector with revenues greater than €300 million and employing more than 250 workers or
    • Strategic resources for the supply of medicines, medical devices and other medical equipment, and critical diagnostic technologies
  • Supply of critical inputs, agri-food:
    • Essential goods and services for the safekeeping of the state's well-being and vital functions (e.g., steel, semiconductors, etc.) or
    • Strategic supply chain activities
  • Access to sensitive information:
    • Essential information for the safekeeping of the state's well-being and vital functions
    • 5G technologies
  • All transactions involving 5G technologies

Review process timeline

Filings must occur within ten days after the execution of a binding agreement or adoption of a relevant corporate resolution, as applicable.

The review period:

  • Is 45 business days (30 for filings relating to 5G technologies), during which the transaction cannot be completed and any voting rights with respect to the transaction are frozen until clearance is given
  • May be extended only once, for a maximum of ten or 20 additional business days, if the Italian government requests additional information from, respectively, the filing person or from a third party
  • May be extended twice for a maximum period of 20 additional business days per each extension, exclusively with reference to filings relating to 5G technologies
  • Will be suspended (up to 35 days from receipt of the notification), if an EU Member State or the EU Commission determines to review the transaction, until the observations or opinion of the relevant EU Member State or the EU Commission have been delivered, unless further extended to receive additional information and
  • Will start from the date the Italian government determines that a breach of the filing obligation has occurred, if the Italian government initiates a Golden Power review independently in the absence of a filing

How foreign investors can protect themselves

The first step for foreign investors interested in entering into a transaction in relation to any Italian company operating (or arguably operating) in any strategic sector should be an evaluation of whether a filing pursuant to the Golden Power Law is required. This analysis should be undertaken before entering into any such transaction, so as to limit unnecessary transaction costs.

The Golden Power Law operates on a principle of substance over form. It follows that when structuring a transaction, the creation of corporate, fiduciary or contractual investment structures will not limit the applicability of the Golden Power regime if the ultimate beneficial investor falls within its scope of application. Therefore, it is crucial for foreign investors to consider the risk that, in the event that a transaction ultimately falls within the scope of the Golden Power Law, the Italian government could veto, condition or make material recommendations with respect to the transaction.

Given the broad and imprecise applicability of the Golden Power Law and its implementing decrees, investors should consider using the newly introduced pre-notification procedure to help reduce uncertainty.

Additionally, before entering into any acquisition agreement, it is key that foreign investors consider the filing (and pre-filing, as applicable) timeline. Filing obligation terms, long-stop dates and regulatory-clearance closing conditions in acquisition documentation must take into account the latest timelines and conditions relating to the Golden Power Law, as amended from time to time by the Italian legislature.

Looking ahead

Amendments to the Golden Power Law, enacted in recent years, have caused numerous complex interpretational issues, including due to the extremely broad definition of the strategic sectors falling under FDI control.

This has led business actors to proceed with increasingly frequent precautionary filings to the Italian government, resulting in a significant shift in the number of filings over recent years (from approximately 83 known filings in 2019 to almost 500 filings made in 2021). This in turn leads to increased transaction costs for investors and prolonged timeframes for deal completion. In this respect, the new pre-notification procedure should be considered a key tool to limit uncertainty.

White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.

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.

© 2023 White & Case LLP