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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.

New Zealand

Foreign direct investment reviews 2023: 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.

8 min read

Joshua Jones and Michael Harper (Chapman Tripp) authored this publication

The Overseas Investment Office (OIO) is the regulator responsible for the administration of the Overseas Investment Act 2005 (OIA), the statute that regulates investments in New Zealand assets by overseas investors.

The OIA sets out a consent regime in relation to investments that meet a value threshold or regard certain types of land. In mid-2021, a national security and public order (NSPO) regime was introduced, expanding the scope to include certain investments in strategically important businesses that don't otherwise require consent.

The OIO has delegated authority to determine most consent applications, based on an assessment of whether the investor meets an investor test and (for land acquisitions) the benefit to New Zealand test. For certain land acquisitions, or where a national interest assessment is required—including as part of the NSPO regime—ministerial approval is required.

In response to the pandemic, the New Zealand government introduced a separate notification pathway that applied to a broad range of transactions that did not already trigger a consent requirement. That regime subsequently has been discontinued, but still applies to transactions entered into before June 7, 2021.

Recent updates

The New Zealand government had already commenced a reform program in relation to the OIA when the pandemic occurred. As a result of the pandemic, aspects of that reform process—particularly in relation to national interest considerations—were accelerated and an additional temporary screening regime was put in place to guard against potentially harmful or opportunistic foreign investments.

In mid-2021, that temporary screening regime was suspended (with the NSPO regime coming into force) around the same time as the reform process was completed. The commencement of a number of the legislative amendments resulting from the reform process was delayed, to allow the OIO time to prepare for those changes.

While the recent reforms have resulted in a number of welcome changes to exclude lower-risk transactions from consent requirements, the New Zealand government has now given itself broader powers to intervene in transactions on national interest grounds. As those changes have only recently been implemented, there is not yet a meaningful track record of how the relevant ministers intend to wield those powers.

Historically, there have been few formal rejections of consent applications by the OIO or ministers. In part, that results from investors withdrawing applications before a decision was made, with respect to which there are no published statistics.

Who files

An overseas person making an acquisition that requires consent under the OIA's consent regime, or clearance under the NSPO regime, must apply to the OIO for such consent or clearance (as applicable) before completion of the acquisition. Any agreement to make the acquisition must be subject to receiving such consent or clearance (as the case may be).

A consent application includes a filing fee that varies according to the type of transaction and transaction value and whether a national interest assessment is required. A notification under the NSPO regime does not require any filing fee.

Types of deals reviewed

Consent under the OIA is required for a range of acquisitions by overseas persons, including an acquisition of a more than 25 percent ownership or control interest in a target entity (or an increase in an existing interest to or through 50 percent, 75 percent or 100 percent) where:

  • The value of the applicable New Zealand assets, or consideration attributable to those assets, exceeds NZD 100 million
  • The target owns or controls (directly or indirectly) an interest in sensitive land. The definition of sensitive land is very detailed and requires careful checking and analysis from qualified advisers. In particular, land may be “sensitive" if it adjoins certain types of land, or is “associated" with other land already controlled by an overseas person. It also includes all residential land
  • The target owns or controls (directly or indirectly) an interest in fishing quotas

Consent requirements can be triggered for transactions occurring upstream of the New Zealand assets, as well as for direct acquisitions in New Zealand.

Certain types of investors receive differing treatment for their transactions:

  • Australian investors: A higher monetary threshold applies to acquisitions by certain Australian investors. Currently, that higher threshold is NZD 552 million for Australian non-government investors and NZD 116 million for Australian government investors
  • Free trade agreement investors: Consistent with New Zealand's free trade agreement (FTA) commitments, a higher monetary threshold of NZD 200 million applies to acquisitions made by certain non-government investors from South Korea, Taiwan, Hong Kong, China, Brunei, Chile and countries for which the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) is in force
  • Residential land: Consistent with New Zealand's treaty obligations, certain Australian and Singaporean investors are exempt from consent requirements for investments in residential land
  • Foreign government investors: Further scrutiny is applied to investments by foreign government investors, in respect of which a national interest assessment is undertaken as part of the consent process

Under the NSPO regime, certain investments in strategically important businesses (where a consent requirement is not already triggered) can, and in some cases must, be notified to the OIO for clearance by the relevant minister. Notification is mandatory for investments in critical direct suppliers to New Zealand's intelligence or security agencies and businesses involved in military or dual-use technology, but is otherwise optional. Non-notified transactions can be called in for review by the minister prior to or after completion of the transaction.

Scope of the review

Under the consent regime, each overseas investor and the individuals who control that investor is required to meet a bright-line investor test comprising a closed list of character and capability factors. Those factors include:

  • Convictions resulting in imprisonment
  • Corporate fines
  • Prohibitions on being a director, promotor or manager of a company
  • Penalties for tax avoidance or evasion and
  • Unpaid tax of NZD 5 million or more

The overseas investor must also satisfy the "benefit to New Zealand" test. The requirements under the test differ depending on the nature of the land (for example, alternative provisions apply where the land is sensitive or residential). Generally, when determining whether the benefit test is met, the ministers will assess the benefits that will be delivered by the transaction (compared to the position if the transaction did not occur) against a list of economic, environmental and other factors, and assess whether that benefit is proportionate to the sensitivity of the land and the nature of the transaction.

In addition, a national interest assessment is applied to transactions involving strategically important businesses or being undertaken by foreign government investors. National interest assessments are supported by a cross-government standing committee that looks across the New Zealand government system to obtain and use a wide range of information. The minister has broad discretion to determine whether to block a transaction on the basis that it is contrary to New Zealand's national interests.

Under the NSPO regime, the minister will consider whether there are any national security or public order risks associated with the transaction. If there are such risks, the minister can impose conditions on the transaction, prohibit the transaction (if not yet completed) or require a disposal (if completion has occurred).

Review process timeline

Following reforms in 2021, there are now statutory timeframes that apply to the OIO and ministers' consideration of a consent application under the OIA. Timeframes under the regulations differ depending on the nature of the application. However, they can be paused or extended and do not create any legal obligation enforceable in a court of law, or limit or affect the way in which a person is required to exercise a statutory power of decision. There is no recourse for any applicant where the specified timeframe is not met. Depending on its complexity, a land application can take five to seven months (or even longer).

Under the NSPO regime, an initial review period of 15 working days applies, after which the OIO will inform the applicant whether the transaction has been cleared or is being subjected to a more detailed assessment. If a more detailed assessment is required, a further 40-working-day review period applies, which can be extended once by the minister for a further 30-working-day period—i.e., a maximum overall period of 85 working days.

How foreign investors can protect themselves

In most circumstances, it is difficult to obtain consent under the OIA in advance of agreeing a transaction, as the consent regime operates to screen specific transactions rather than simply to identify the investor. It is possible for an investor to apply on a standalone basis to be screened against the investor test, but this does not negate the need to seek consent for a relevant transaction (though in theory it would make that consent application easier and quicker).

Where consent under the OIA is required, or the investor is required or wishes to make a notification under the NSPO regime, the transaction should be conditional on receiving the relevant consent or clearance, and must not proceed to completion until such consent or clearance is received.

Given the relatively long review timeframes, investors should assess early in a transaction process whether consent or notification under the OIA will be required. In some (but not most) circumstances, a discussion with the OIO ahead of filing can be helpful to gauge the OIO's reaction to aspects of the transaction.

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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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