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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: Romania

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.

6 min read

Raluca Nădejde and Ionut Lechea (Bondoc & Associatii) contributed to the development of this publication

The Romanian regime regarding foreign direct investment (FDI) has undergone a major change in April 2022, when new legislation was enacted, aimed at implementing European Regulation of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union (Regulation 2019/452).

Such new legislation is represented by Government Emergency Ordinance no. 46/2022 for the implementation of Regulation 2019/452(GEO 46/2022), which, among others, define the concepts of foreign direct investments, new investments and foreign investor.

Accordingly, "foreign direct investment" is defined as an investment of any kind that fulfills the following conditions:

  • Is performed by a foreign investor
  • Its purpose is to establish or maintain long-lasting and direct links between the foreign investor and the target company (or a separate division of the target company) to which funds are made available or will be made available for the purpose of carrying out an economic activity in Romania and
  • The FDI allows the foreign investor to exert control over the management of the target company

Both direct and indirect changes of control in the ownership of the foreign investor fall under the scope of FDI review if control is acquired by an entity/individual that qualifies as a foreign investor, even if such change in control is outside of Romania (e.g., a change of the parent company of the foreign investor would trigger FDI review if the new parent company qualifies as a foreign investor, even if the new parent company has not carried any additional FDI in Romania).

"New investments" is defined as an "initial investment in tangible and intangible assets located within the same perimeter, related to the (1) launching of the activity of a new undertaking, (2) expanding the capacity of an existing undertaking, (3) diversifying production of an enterprise through products not previously manufactured or (4) a fundamental change in the general production process of an existing undertaking."

Setting up a new undertaking represents the creation of a new site for carrying out the activity for which funding is requested, independent from a technological point of view, from other existing units.

Expanding the capacity of an existing undertaking represents the increase of the production capacity at the existing site due to the existence of an unfulfilled demand.

Diversification of the production of an existing undertaking is the obtaining of products or services that were not previously carried out in the establishment in question.

Under GEO 46/2022, a new public body has been established to examine and approve FDI, namely the Commission for Examination of Foreign Direct Investments (CEISD), which in essence replaces CSAT (under the previous regime, transactions falling under FDI scope were notified to the Competition Council and the latter would forward them to CSAT).

Recent updates

In 2022, there was significant uncertainty generated by the new FDI regime, in particular due to the lack of implementing rules that were not adopted on time.

Who files

The principle is that the foreign investor has the obligation to make the FDI filing in Romania. In case of mergers or other types of transactions, the obligation to file is incumbent on the merging parties or the party/parties acquiring sole or joint control.

"Foreign investor" is defined as: (i) a natural person that is not a citizen of an EU Member State; or (ii) a legal entity that does not have its registered office in an EU Member State; or (iii) a legal entity with its registered office in an EU Member State controlled directly or indirectly by a natural person that is not a citizen of an EU Member State or a legal entity that does not have its registered office in an EU Member State; or (iv) a trustee of an entity without legal personality or a person in a similar position, if he/she is not a EU citizen or is not established in a EU Member State, as the case may be, or if such entity was incorporated under the laws of a Non-EU Member State.

Please note that a draft law adopted by the Romanian Parliament and submitted to the Romanian President for promulgation intends to expand the scope of foreign investors to include EU investors—the draft law was sent back to the Romanian Parliament for further amendments by the Romanian President.

Types of deals reviewed

Pursuant to GEO 46/2022, the filing is mandatory for a foreign direct investment or new investment made by a foreign investor, that:

  • Concerns the fields of activity relevant to national security according to Decision of National Council for Country's Defense no. 73/2012, in conjunction with the criteria set out in art. 4 of Regulation 2019/452


  • Whose value exceeds a threshold of €2 million, calculated at the exchange rate of the National Bank of Romania (NBR) applicable to the last day of the financial year prior to the transaction. By exception, FDIs that do not exceed the threshold of €2 million may also be subject to examination and approval by CEISD, if, by their nature and potential effects, in relation to the criteria set out in Article 4 of Regulation 2019/452, may have an impact on security or public order or pose a risk to them

The fields of activity mentioned above under as being relevant to national security according to the Decision of National Council for Country's Defense no. 73/2012, are: (i) security of individuals and of communities, (ii) security of frontiers, (iii) energy security, (iv) transportation security, (v) vital supply systems security, (vi) critical infrastructure security, (vii) IT&C systems security, (viii) security of financial, fiscal, banking and insurance activities, (ix) security of weapons, ammunition, explosives and toxic substances production and circulation, (x) industrial security, (xi) protection against disasters, (xii) protection of agriculture and the environment, and (xiii) protection of state-owned company privatization or its management.

According to GEO 46/2022, portfolio investments are exempted from examination and approval.

Scope of the review

The purpose of the review is to examine whether a particular foreign direct investment or new investment is likely to affect Romania's national security or public order or projects and programs of interest to the European Union.

Review process timeline

As per GEO 46/2022, there is a maximum term of 135 days for the notifying party to be informed of the approval of the transaction by the Romanian Competition Council, which begins as of the moment the filing may be deemed complete (additional time may be added if CEISD requests the opinion of other authorities). In case of transactions that are sent by the CEISD to the Romanian government with the recommendation to be either prohibited or approved conditionally, there is no maximum legal time limit for the Romanian government to issue the decision.

How foreign investors can protect themselves

Foreign investors can protect themselves by ensuring that any transaction carried out in Romania is verified from an FDI perspective (in other words, verifying if the transaction falls under the criteria set out under GEO 46/2022), in addition to other regulatory clearances that may be required, such as the merger clearance by the Romanian Competition Council.

Also, in case of transactions which fall under CEISD review, CEISD clearance would need to be a condition precedent to the closing of the transaction because a prohibited transaction would trigger the cancelation of the transaction (noting that, in practice, this has not happened under the old regime).

Looking ahead 

With respect to the timeline, the Competition Council has provided informal assurances that they will do their best to streamline the process and issue approvals in approximately one month from having a complete notification file, which remains to be tested in practice.

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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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