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: Switzerland

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.

7 min read

Raphaël Schindelholz, Marie Flegbo-Berney, and Stéphane Lagonico (Bonnard Lawson) authored this publication

Unlike many other European jurisdictions, Switzerland has traditionally been a very attractive jurisdiction for foreign investments, with few or no restrictive conditions. However, that could change under a new FDI regulation, the idea of which was first mooted by the Swiss Parliament in March 2020, and slated to take effect sometime in 2024.

Recent updates

  • Historically, there has been no general foreign investment control in Switzerland
  • However, and while the Swiss Federal Council has been opposed to legislation on foreign investment in Switzerland, Parliament passed a motion to that effect in March 2020. In this context and at the time, the Federal Council stated that the objective in introducing broader investment controls would be to ensure that Switzerland remains open and attractive to foreign investors. The consultation process on the new FDI regulation was completed on September 9, 2022, and the preliminary draft of the bill revealed the stated purpose was to prevent a threat or endangerment to public order or security by the acquisition of domestic enterprises by foreign investors
  • This preliminary draft has led to a great deal of criticism, being both too broad (the circle of companies covered goes beyond the strategic and security areas) and imprecise (the criteria are not detailed, which leaves far too much room for maneuver to the federal administration, i.e., the Secretariat of State for Economic Affairs). That being said, given recent events in Europe, there has been new momentum behind this legislation, particularly on the importance of securing supply chains and energy

Foreign investment control only applies to certain industries and sectors, in particular banking/securities and real estate, where prior government approval is required

Who files

There are currently no general foreign investment controls in Switzerland; foreign investment control only applies to certain industries and sectors, in particular banking/securities and real estate, where prior government approval is required. A number of additional business activities require a license from the authorities and, in the following fields: aviation; telecommunications; nuclear energy; and radio/television, the licensing conditions include specific requirements regarding foreign investors.

In the cases mentioned above, the reasons for the longstanding limitation of access to foreign investors in the legislation are linked to the very specific context of these sectors, as opposed to a desire to control foreign investment from an economic perspective.

However, the Swiss Parliament has mooted the idea of a new bill, which may lead to greater controls on FDI into Switzerland. This new bill contains two differing axes. First, there is a mandatory authorization regime that will apply to any acquisition by a foreign state or a foreign company under state influence, regardless of the target industries or activities (but subject to a general exemption if the target company has had fewer than 50 full-time employees and annual sales of less than CHF 10 million on average worldwide in the past two financial years). Second, for private (i.e., neither state nor state-controlled) foreign investors, acquisitions in certain restricted sectors would be subject to an authorization regime regardless of the turnover of the target company.

Under this new bill, applications, where required, should be submitted by the foreign investor. The State Secretariat for Economic Affairs (SECO)  - Federal Department of Economic Affairs, Education and Research will be the competent authority to consider applications submitted by or on behalf of foreign investors.

Types of deals reviewed

As the preliminary draft bill currently stands, the chosen approach of the future legislation is based on two different axes:

  • A mandatory authorization regime will apply to any acquisition by a foreign state or a foreign company under state influence, regardless of the target industries or activities (but subject to a general exemption if the target company has had fewer than 50 full-time employees and annual sales of less than CHF 10 million on average worldwide in the past two financial years)
  • For private (i.e., neither state nor state-controlled) foreign investors, acquisitions in the following areas are also subject to an authorization regime regardless of the turnover of the target company:
    • Companies that provide defense equipment or services essential to the operational capability of the Swiss military
    • Companies that produce dual-use goods
    • Companies active in the fields of energy and water supply and
    • Companies that provide central IT security systems or security services for the national authorities

The same will apply to acquisition in the following areas if the target company had an average turnover of at least CHF 100 million in the two years preceding the planned acquisition:

The definition of an acquisition will be very broad, inspired by the notion of control in antitrust law

  • General hospitals
  • Companies active in the research, development, production and distribution of pharmaceuticals, medical devices, vaccines and personal medical protection equipment
  • Companies in the field of freight and passenger transportation and logistics, such as operators/owners of airports, railroad infrastructures or food distribution centers
  • Operator/owners of national telecommunications networks and
  • Operators of systemically important financial market infrastructures and systemically important banks

However, the bill reserves the right for the authority to subject any other sector to authorization, for a period of 12 months, if it considers that the guarantee of public order or security so requires. Some critics will see this as a strong legal uncertainty, even if its application is reserved for "exceptional circumstances."

No thresholds are disclosed regarding the target company's turnover or regarding the percentage of stock/participation rights triggering a compulsory notification. The definition of an acquisition will be very broad, inspired by the notion of control in antitrust law. The explanatory report of the Federal Council explains that the term "acquisition of control" includes all possible means and forms of control, direct and indirect. The foreign investor(s) exercising control must be able to decide on important questions of management and business policy of the controlled company, but the extent to which the possibility of control is actually exploited is not relevant; it may, for example, result from the acquisition of an equity interest or the conclusion of a contract. The determining level of participation is thus variable: from 50 percent of the voting rights in a private company with only a few shareholders, it can be lowered to 20 percent or 30 percent when the company is open to the public.

The notion of acquisition also covers (i) the purchase of important assets (such as plant, machinery or patents) in order to prevent a company from selling its strategic assets—this being comparable to a loss of control—and (ii) the merger of at least one foreign company with at least one Swiss company that were previously independent of each other.

An acquisition only occurs if all or part of an existing Swiss company is taken over—the creation of an entirely new company is not subject to control by the authority.

Scope of the review

In principle, the acquisition will be approved if there is no reason to believe that it threatens or endangers public order or safety.

The decision will be based on the following key elements, among other things:

  • Investor characteristics (activities having a negative effect on the public order or security of Switzerland or other states; resorted to espionage; sanctioned by an embargo)
  • The services, products or infrastructure of the Swiss company can be replaced within a reasonable period of time
  • The acquisition provides access to key data protection information and
  • The acquisition leads to significant distortions of competition

Review process timeline

The review is to be carried out in two stages:

  • An expedited (within a month) review of the need for authorization. If none of the criteria are met, the acquisition may be carried out without an in-depth approval procedure
  • If deemed necessary, an in-depth approval procedure, the duration of which is limited to three months. SECO will be responsible for coordination with other offices. If one of the agencies involved disagrees or if they unanimously deem the acquisition to be of significant political importance, the Federal Council will be the ultimate decision-making body

If SECO exceeds these processing deadlines, the authorization will be deemed to be granted.

How foreign investors can protect themselves

The new bill is still under consideration by the Swiss Parliament, and it is still unclear what the new FDI regime will eventually look like. Foreign investors should continue to stay plugged into this topic, and seek local counsel assistance if they expect to encounter any potential FDI issues.

Looking ahead

We are awaiting the revised version of the bill that will be submitted to Parliament for its deliberations. The legislation is not likely to come into force until 2024. As such, we expect to get greater clarity on how the bill will operate in the year or two ahead.

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