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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: Netherlands

The Netherlands prepares for its first effective year of new FDI regulation.

11 min read

Sarah Beeston, Pim Jansen, and Leonie van der Laag (Van Doorne N.V.) authored this publication

On May 17, 2022, the Dutch Parliament adopted the Act on Security Screening of Investments, Mergers and Acquisitions (in Dutch: "Wet veiligheidstoets investeringen, fusies en overnames") (the Vifo Act). The Vifo Act is expected to come into force in the first quarter of 2023. It applies equally to Dutch and non-Dutch investors and introduces a mandatory and suspensory national security regime which, once it enters into force, will apply to all qualifying investments made after September 8, 2020. The screening mechanism will apply to investments in undertakings active in vital processes and sensitive technology and to "high-tech campuses." Qualifying investments must be notified to the Investment Review Agency (Bureau Toetsing Investeringen or BTI) which will conduct the assessment on behalf of the Minister of Economic Affairs and Climate Policy (the Minister). The Vifo Act does not apply if the sector-specific screening regulations in the energy, telecoms or defense sector apply.

Recent updates

  • The Vifo Act was adopted on May 17, 2022
  • On July 18, the Minister issued two governmental decrees based on the Vifo Act: The Sensitive Technology Decree and the Security Review Decree on Investments, Mergers and Acquisitions (Besluit veiligheidstoets investeringen, fusies en overnames)
  • A legislative proposal for the Energy Act is currently before the Council of State (Raad van State) for its advisory opinion. This draft act amends the notification requirement for investments in the energy sector
  • A legislative proposal investment test for the defense industry is under preparation. This proposal introduces a new sector-specific investment review mechanism for the defense sector

Who files

National security refers to security interests that are essential to the democratic legal order, security or other important interests of the Dutch state or social stability

Under the Vifo Act, either the acquirer or the target should make the notification. If the target is bound by a non-disclosure agreement, the target of the undertaking will have to do this.

Furthermore, the Vifo Act introduces a standstill obligation whereby parties must obtain approval prior to completion of the transaction. The Vifo Act also provides that a mandatory public offer will not be honored until the Minister has communicated that a review decision has been taken or that it is not required.

The Minister may, at the request of the notifying party, grant exemption from the standstill obligation. The exemption can only be granted if it is in the public interest and there is a risk of economic, physical or social damage to society or negative consequences for financial stability if the exemption is not granted.

Similar to the Vifo Act, the Electricity Act 1998 and the Gas Act 2000 (for the energy sector) prescribe that notification should take place by either the acquirer or the target company. By contrast, the Telecommunications Act 1998 prescribes that the acquiring party should make a notification. Finally, pursuant to the General Security Requirements Defence Contracts 2019 (in Dutch: Algemene Beveiligingseisen Defensie Opdrachten 2019), an undertaking that has an order from the Ministry of Defence must notify changes of control to the director of the Military Intelligence and Security Service (Militaire Inlichtingen- en Veiligheidsdienst).

The sector-specific regulations for the energy, telecoms and defense sectors do not contain a standstill obligation.

Types of deals reviewed

The Vifo Act covers undertakings that are "vital providers," operators of high-tech campuses, or active in sensitive technologies, including dual-use products and military goods.

"Vital providers" include operators of heating networks, Schiphol Airport, the Port of Rotterdam, providers of nuclear energy, air transport, banks and other players in the financial market, renewable energy providers and natural gas operators. These sectors are not covered in their entirety by the Vifo Act. The Act applies to specific functions that are considered vital to a sector, such as the financial market infrastructure.

Sensitive technologies include strategic goods such as dual-use and military goods, where such goods are subject to export control (based on European regulations). Additional regulations which, at the time of writing are in draft form, further specify which technologies are sensitive. Annex 1 to the draft Sensitive Technology Decree (Besluit toepassingsbereik sensitieve technologie) exempts several goods on the EU export control lists from the Vifo Act. By contrast, Annex 2 of the decree expands the list of technologies classified as sensitive to include quantum technology, photonics and semiconductor technology.

In addition, this draft decree further clarifies the provision in the Vifo Act relating to the acquisition of significant influence in a company operating in the field of sensitive technologies. Such acquisition triggers a notification requirement. According to the Explanatory Memorandum, this lower threshold (of significant influence instead of control) is included because companies that develop and operate sensitive technology have a greater need for venture capital. Particularly for innovative startups, scale-ups and mid-cap companies, this capital requirement means that risk-bearing capital is raised from funders in various financing rounds. Such financing often does not involve the acquisition of control, because the tranches each investor provides are limited in nature due to the risk diversification policy of these investors. For these purposes, significant influence means 10 percent, 20 percent and 25 percent of the voting rights, or the ability to appoint or dismiss one or more directors. Notification will be required each time one of these thresholds is met. For other acquisitions, notification will be required where there is a change of control, assessed in the same way as under the EU Merger Regulation.

The Vifo Act also covers the acquisition of a target company which itself is not active in vital processes or in sensitive technology in the Netherlands, but which has control or significant influence over a Netherlands-based undertaking that does have such activities.

The review mechanisms for investments in the energy sector are currently included in the Electricity Act 1998 (Elektriciteitswet 1998) and the Gas Act 2020 (Gaswet). Both are due to be replaced by the draft Energy Act (Energiewet), which includes a slightly different test. Based on the current regulatory regime, transactions involving LNG installations and electricity generating facilities with a capacity of more than 250 megawatts must be notified to the Minister. Transactions involving the acquisition of control in undertakings that operate such facilities or installations also require notification. The new Energy Act will lower the threshold by requiring notification of a change in control in relation to an electricity generating facility with a total rated capacity of more than 100 megawatts or a company operating one or more generating plants with a total rated capacity of more than 100 megawatts.

The Telecommunication Sector (Undesirable Control) Act (Wet ongewenste zeggenschap telecommunicatie), which came into force on October 1, 2020, has introduced a screening mechanism in the Telecommunication Act (Telecommunicatiewet). Pursuant to this act, investments in telecommunication companies that have a relevant impact on the Dutch telecoms sector must be notified. The decree on undesirable control in telecommunications specifies when an undertaking has such relevant impact.

Finally, in the defense sector, changes of control falling within the scope of the General Security Requirements for Defence Contracts 2019 (Algemene Beveiligingseisen voor Defensieopdrachten 2019) are subject to a notification requirement. In addition, investments in undertakings that provide telecom services to the General Intelligence and Security Service, the Ministry of Defence, the Military Intelligence and Security Service, the National Coordinator for Counterterrorism and Security or the National Police are notifiable under the Telecommunications Act.

Scope of the review

Following a notification under the Vifo Act, an assessment is made as to whether the investment, merger or acquisition poses a risk to national security. National security refers to security interests that are essential to the democratic legal order, security or other important interests of the Dutch state or social stability. The Vifo Act explicitly notes the following interests:

  • Safeguarding the continuity of critical processes
  • Maintaining the integrity and exclusivity of knowledge and information of critical or strategic importance to the Netherlands
  • Preventing unwanted strategic dependence of the Netherlands on other countries

To assess the potential risk that an investment may pose to national security, particular attention is given to the following factors:

  • The transparency of the investor's ownership structure and relationships
  • Whether the investor is directly or indirectly subject to restrictive measures on the basis of national or international law, such as Chapter 7 of the Charter of the United Nations
  • The security situation in the country or region of residence of the investor
  • The investor's criminal record
  • The degree of cooperation of the investor in the review procedure
  • The nature of any incorrectly submitted information and the motives behind it

For acquisitions involving vital providers, the financial stability and track record of the acquirer are also included in the assessment. Acquisitions involving sensitive technologies involve an additional assessment of the acquirer's track record and motives for the acquisition.

The notification requirement in the Electricity Act and the Gas Act, and the draft Energy Act aims to screen investments for risks to public safety and security of supply. The assessment of notifiable investments in the energy sector considers the financial reliability of the investor, its governance and management and its transparency. The investor's track record in safety and technical expertise is also relevant. The draft Energy Act provides that the factors relevant for an assessment under the Vifo Act will apply mutatis mutandis.

Transactions in the telecoms sector that may lead to a threat to public interest may be prohibited or made subject to conditions by the Minister. The Telecommunications Act provides a list of potential threats to the public interest.

Review process timeline

The review procedure under the Vifo Act consists of two phases. The first phase starts with the notification. After notification, the Minister has eight weeks to assess whether the investment could potentially cause a risk to national security. This period can be extended to a maximum of six months. The first phase ends with a notification that no review decision is necessary or that further review is necessary. The failure of the Minister to make a timely decision is deemed to be a decision that no further review is necessary.

The second phase starts upon submission by the notifying party of a request for a review decision. The Minister then has another eight weeks to decide whether the investment gives rise to a risk to national security. This decision period can also be extended up to six months. However, the time used for review in the first phase will be deducted, meaning that the maximum time for both phases before a final decision is given will be six months.

A "stop the clock principle" applies during the review procedure, meaning that if the Minister requests additional information, the decision period is suspended until the required information has been provided. The decision period can also be extended by an additional three months if the Member State is required to share the notification with the European Commission and/or other Member States in accordance with the EU FDI Regulation.

If another, sector-specific national security screening mechanism already applies, no separate notification must be made under the Vifo Act, even if the thresholds of the specific regimes are not met. Other notification regimes that do not concern national security—for example, regimes requiring notification to the Dutch central bank, healthcare authority or competition authority—do not release the parties from the obligation to notify the transaction under the general national security screening regime.

Notifications based on the Electricity Act or the Gas Act must be submitted no later than four months prior to the intended change in control. Contrary to the Vifo Act, there is no standstill obligation.

If the Telecommunications Act requires notification, it must be made no later than eight weeks before the change in control. The Minister must decide within eight weeks of receiving the notification. If further examination is needed, then this period can be extended by six months. The period can be further extended by three months if the cooperation framework from the European FDI screening regulation applies. If the Minister requests additional information from parties, the clock is stopped. No standstill obligation applies.

How foreign investors can protect themselves

Investors (both foreign and Dutch) should make timely notifications to the Minister if required under the Vifo Act or sector-specific regulations. Although the Vifo Act has not yet entered into force and therefore notification is not yet required nor possible, it has retroactive effect from September 8, 2020. Thus, the rules in the Vifo Act also apply to transactions taking place before the act comes into force. The Vifo Act contains a standstill obligation. Investors must therefore wait for the Minister's approval before proceeding to complete the transaction. Although sector-specific regulations do not contain a standstill obligation, completing a transaction before approval has risks. Indeed, if the Minister prohibits the transaction or attaches conditions to the transaction, the investment may have to be partially or fully reversed.

Looking Ahead

Although not exhaustive, in future transactions, the following practicalities may be taken into consideration:

  • Parties interested in investment in the Netherlands must be aware of the Vifo Act and evaluate whether the transaction falls within its scope or under the scope of other sector-specific legislation
  • If applicable, the Vifo Act may put an extra administrative burden on the parties and lead to more deal uncertainty
  • Parties should include a condition relating to Vifo (or sector-specific) clearance in their SPA if notification is required or (in the case of doubt) advisable

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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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