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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: Poland

The Polish FDI regime governing the acquisitions of covered entities by non-EEA and non-OECD buyers has been extended until July 2025.

7 min read

The Polish FDI regime, introduced in 2020, establishes a foreign investment screening mechanism governed by the Polish Competition Authority (UOKiK). It supplements the 2015 investment control regime, which is governed by the relevant ministries, involves a limited number of strategic entities and is applicable regardless of an investor's "nationality."

The FDI regime was introduced as a response to the COVID-19 outbreak for an initial period of two years

Recent updates

  • The main change concerns the extension of the FDI regime until July 2025. The FDI regime was introduced as a response to the COVID-19 outbreak for an initial period of two years. In mid-2022, the Polish Parliament decided to extend the FDI regime for another three years. The provisions of the FDI regime remained unchanged
  • The FDI regime is still developmental in Poland, and there are limited precedential decisions available. The UOKiK has issued four clearance decisions so far and has not objected to any of the transactions reviewed under the FDI regime
  • Based on the publicly available data, in 2022, no FDI decision had been issued by the UOKiK. In 2021, the UOKiK initiated eight FDI proceedings. Two cases were cleared in standard review and one case was cleared after conducting an in-depth control review. In the remaining cases, the UOKiK issued decisions refusing to initiate a preliminary investigation because the transactions were not subject to the FDI regime. In 2020, four FDI filings were submitted to the UOKiK. In two of the 2020 cases, the UOKiK refused to initiate the proceedings, as the transactions were not covered by the FDI regime; one case was cleared; and one was continued in 2021 (the UOKiK ultimately refused to initiate the proceedings, as the transaction was not covered by the FDI regime).

Who files

All non-EEA/non-OECD nationals (natural persons who do not have EEA or OECD citizenship) or non-EEA/non-OECD entities (entities without a registered office in the EEA or OECD at least for the past two years) are obliged to file for clearance when entering into any of the covered transactions (except from the indirect acquisitions when a duty of a post-closing filing is on the acquired entity holding dominance or a qualified holding in the covered entity). The FDI rules include specific provisions against circumventing the EEA/OECD-domicile rule, in particular: (i) subsidiary entities, branches or representative offices of a non-EEA/non-OECD national or non-EEA/non-OECD entity that are also regarded as non-EEA/non-OECD entities; and (ii) even if an acquisition is pursued by an EEA/OECD citizen or an entity having its registered office within the EEA/OECD, the buyer may still be regarded as "foreign" if there is an allegation of circumvention of the law, such as where the buyer does not carry out any business activity other than holding shares or controlling other entities or does not run a sustainable enterprise or employ staff within the EEA/OECD.

Types of deals reviewed

Any transaction involving a covered entity that involves direct or indirect:

  • Acquisition of control over the covered entity, i.e., any of the following:
    • Holding more than 50 percent of votes at the general/shareholders' meeting or 50 percent or more of the capital
    • Having the right to appoint and/or dismiss the majority of the members of the management board or the supervisory body of the covered entity
    • Having any other right to decide on directions of the covered entity's business, including under an agreement with the covered entity
  • Acquisition of a qualifying holding in the covered entity, i.e., a holding representing 20 percent or more (as well as the acquisition of any holding that would bring the buyer above 40 percent) of the: (i) votes at the general/shareholders' meeting; (ii) share capital; and/or (iii) share in distributed profits
  • Purchase or lease of the enterprise (or an organized part thereof) of the covered entity through an asset deal

The clearance obligation will also be triggered if any of the above results from: (i) redemption of shares of a covered entity; (ii) a covered entity's purchase of its own shares; or (iii) the merger or spin-off of a covered entity.

Scope of the review

The UOKiK may issue an objection if the transaction poses at least a potential threat to public order, public security or public health in Poland, or when the transaction might have a negative impact on projects or programs of interest to the European Union. Therefore, political considerations are likely to become the basis for potential objection decisions issued by the UOKiK.

A transaction made without the required notification or in spite of an objection by the UOKiK are null and void.

In the case of an indirect acquisition through transactions not governed by Polish law (e.g., a merger of non-Polish entities resulting in a change of control over a covered entity), even though such transactions will not be unwound, the acquirer will not be allowed to exercise its corporate rights in the covered Polish company.

Additionally, a breach of the clearance obligation would constitute a criminal offense punishable by a fine of up to PLN 50 million and/or imprisonment for up to five years.

Finally, in case of an indirect acquisition, a person required by law or by an agreement to manage the affairs of a subsidiary that has not submitted the required notification will also be subject to a fine of up to PLN 5 million and/or imprisonment for up to five years if such a person was aware of the acquisition being made.

Review process timeline

The FDI review procedure before the UOKiK takes up to 30 business days, but it can be extended for a further 120 calendar days if the UOKiK decides to initiate control proceedings. Deadlines are suspended when the UOKiK is waiting for requested information and documents (i.e., the clock is stayed if the UOKiK is awaiting further information).

How foreign investors can protect themselves

Merging parties need to take the FDI rules into account each time they contemplate a transaction with a Polish element, i.e., when a Polish company is a direct target of the deal or belongs to the target's group.

Based on our past experience, most transactions require an assessment of whether an FDI filing is required in Poland. It is often a complex process requiring obtaining data from the parties to the transaction (e.g., detailed information on the capital group structures, the ultimate beneficial owner's domicile, and the transaction structure and scope of business of Polish targets). Moreover, because the FDI rules can be interpreted in many ways and consultation with the UOKiK is sometimes necessary, the FDI analysis should be contemplated and started early on in the transaction process.

As in other jurisdictions, it is therefore critical for foreign investors to consider Polish FDI issues in planning and negotiating transactions. In particular, an investor should ensure that it introduces a condition precedent related to obtaining FDI clearance in Poland, where appropriate, prior to closing. It may also be appropriate for merging parties to allocate the potential risks related to FDI proceedings.

In most cases, obtaining quick clearance would require ensuring that an FDI notification is drafted in a clear and informative manner and supplemented with convincing evidence proving that the completion of the transaction would not lead to any concerns. Such a result requires not only an in-depth knowledge of the transaction dynamics, but also efficient cooperation between different teams of advisers and smooth communication with the client.

Following submission of an FDI filing, it is crucial to be proactively involved in the proceedings, establish a good working relationship with the UOKiK and promptly reply to all queries raised by the authority.

Looking ahead

  • We can expect closer cooperation between the UOKiK, the European Commission and other national competition authorities on reviewing deals with a foreign element. Most countries have recently introduced FDI regimes, and the European Commission has established a framework for information exchange between the Member States in Regulation 2019/452. This should foster cooperation between the authorities and increase the level of scrutiny in cross-border deals
  • Because only a limited number of deals are notified to the UOKiK, the authority may start monitoring the market more closely in order to check whether parties are inappropriately avoiding the filing obligation. The UOKiK is entitled to initiate control proceedings ex officio if it determines that a given transaction requires notification and it can do so within a look-back period of five years from the completion of the transaction
  • We expect a revision of the UOKiK's FDI guidelines in the near future. The original guidelines from the UOKiK were issued in 2020 prior to the UOKiK having issued any FDI decisions. Thus, the UOKiK's FDI guidelines leave many questions unanswered, are sometimes unclear, and so the revised guidelines should reflect developments (even if still limited) based on the UOKiK's experience in the intervening years.

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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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