Our thinking

Foreign direct investment reviews 2024: A global perspective

What's inside

Understanding the ever-evolving global FDI landscape is crucial amid growing regulatory complexities in cross-border transactions


Now in its eighth year of publication, White & Case's 2024 Foreign Direct Investment Reviews provides a comprehensive look at foreign direct investment (FDI) laws and regulations in more than 40 countries worldwide.

In this edition, we continue to offer key datapoints that can help inform parties and their advisors as they evaluate the new set of challenges presented by FDI screening requirements in cross-border transactions that span multiple countries.

FDI screening is continuously evolving, in fact, maturing. Stakeholders in the process, in particular FDI regulatory authorities in allied countries, are communicating and learning from each other. It is imperative to stay on top of the FDI requirements as transactions—be it mergers and acquisitions, investments, public equity offerings, debt structurings or financial restructurings—are negotiated. Understanding the potential remedies that could be required for approval and proper allocation of FDI risk are key ingredients in avoiding unpleasant surprises related to timing, certainty and business plan execution.

The number of national FDI regimes and regulatory enhancements is growing around the world, particularly in Europe, with no harmonization in terms of process and timelines. FDI regulators, at least from allied nations, are collaborating and learning from each other.

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. There is increasing coordination in the European Union (EU) between FDI authorities with the support of the European Commission.

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 the Committee on Foreign Investment in the United States' 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.



The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-like-minded" countries.

canada fdi 2022


FDI, whether undertaken directly or indirectly, is 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 without mitigation, but the CFIUS landscape has continued evolving based on a combination of expanded jurisdiction, mandatory filings applying in certain cases, enhanced focus on a broad array of national security considerations, increased rates of mitigation, further attention on monitoring, compliance and enforcement, and a substantially increased pursuit of non-notified transactions.

United States of America



The European Commission continues to be a driver of FDI screening across the EU, with Member States now moving toward coordinated enforcement.

european union fdi 2022


The wide scope, low trigger thresholds and extensive interpretation of the Austrian FDI regime require a thorough assessment and proactive planning of the M&A process.

austria fdi 2022


The Belgian FDI screening regime entered into force in July 2023. In its early days, investors and authorities alike are coming to grips with the new regime and the guidelines that help parties navigate it.



A bill contemplating the creation of a foreign direct investment screening mechanism in Bulgaria is currently before the Bulgarian parliament.


Czech Republic

The new Czech Foreign Investments Screening Act took effect in May 2021, establishing the rights and duties of foreign investors and setting screening requirements for Czech targets.

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's foreign direct investment screening mechanism entered into force on September 1, 2023.

estonia fdi 2022


FDI deals are generally not blocked in Finland.



French FDI screening continues to focus on foreign investments involving medical and biotech activities, food security activities or the treatment, storage and transmission of sensitive data. The nuclear ecosystem is subject to very close scrutiny.

france fdi 2022


Following numerous amendments over the past years, Germany's FDI review continued in full swing in 2023, with further significant updates expected in 2024.

germany fdi 2022


FDI screening in Hungary – forever changing regulation, no change in its importance.

hungary fdi 2022


Ireland is expected to enact its FDI screening legislation in 2024.

ireland fdi 2022


Italy's Golden Power Law is now more than 10 years old and is continuously expanding its reach.



The law in Latvia provides for sectoral FDI regimes for specific corporate M&A, real estate dealings and gambling companies.



All investments concerning national security are under the scope of review.



In 2023, Luxembourg adopted a national screening mechanism for foreign direct investments.



Malta's FDI regime regulates transactions that must be notified to the authorities and, in some cases, will be subject to screening.


Middle East

The Middle East continues to welcome foreign investment, subject to licensing approvals and ownership thresholds for certain business sectors or in certain geographical zones.

Middle East


The Netherlands, complementing its existing sector-specific regulations, has introduced a general investment screening mechanism to enhance the protection of its national security across a broader range of sectors.



The foreign direct investment regime in Norway is subject to upcoming changes, with further changes expected to come.



The Polish FDI regime – ambiguous rules, no blocking decisions and evolving market practice.



In Portugal, transactions involving acquisition of control over strategic assets by entities residing outside the EU or the EEA may be subject to FDI screening.



The Romanian regime regarding foreign direct investment appears to have become more stable in 2023, but continues to surprise.


Russian Federation

Russian laws regulating foreign investments have been considerably amended in 2023 to extend the scope of the laws as well as to strengthen control in this sphere.

Russian Federation


The new Foreign Investments Screening Act entered into force in Slovakia on March 1, 2023.



Since May 31, 2020, certain foreign investments into Slovenian companies can be subject to foreign direct investments review. Incorporation of new companies and business units can also be screened.



Certain foreign direct investments in Spain are subject to scrutiny under the Law 19/2003 (Law on the movement of capital and foreign economic transactions and on certain measures for the prevention of money laundering). These restrictions started back in 2020 and, since then, additional formalities have been introduced, specifically by the new FDI regulation, which entered into force on September 1, 2023.



In December 2023, Sweden adopted and implemented a new FDI regime, meaning that a general FDI screening mechanism now applies in relation to investments in certain Swedish businesses.



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 introduced new legislation governing FDI in 2022, which also captures domestic investment in certain sectors.




Australia's stringent foreign investment regulations, overseen by the Treasurer and FIRB, safeguard national interests and security. The framework, including the Foreign Acquisitions and Takeovers Act 1975 and recent updates like the Australia-UK Free Trade Agreement, emphasizes transparency and accountability, with new penalties and registration requirements enhancing oversight and compliance.



While restricting the data transfer relating to national security, China issued guidelines to further optimize its foreign investment environment. 



India continues to be an attractive destination for foreign investment, ranking as the world's eighth-largest recipient of FDI in 2023.



Certain businesses related to "Specifically Designated Critical Commodities" have been designated "core" sectors subject to Japan's FDI regime, FEFTA.


Republic of Korea

The Republic of Korea continues to welcome foreign investment, with the government actively seeking to ease regulations and update the regulatory framework to be in line with global standards.


New Zealand

After a number of years of amendments under the OIA from 2018 to 2021, New Zealand has seen a period of stabilization of the overseas investment regime. However, following the recent election and change of government in New Zealand, further changes are expected to better support investments in build-to-rent housing developments.

New Zealand


Taiwan continues to promote FDI under a two-track screening mechanism for foreign and PRC investors.


Foreign direct investment reviews 2024: Bulgaria

Bulgaria established a foreign direct investment screening mechanism. Foreign investors' obligation to file for investment clearance will become effective after implementing regulations are in place.


8 min read

Valentin Bojilov and Vladislav Antonov (Djingov, Gouginski, Kyutchukov & Velichkov) authored this publication

On February 22, 2024, the Bulgarian parliament passed new legislation ("the Law") by virtue of which certain categories of foreign direct investment (FDI) will be subject to screening ( "FDI Screening"). While the Law entered into force on March 12, 2024, the relevant foreign investors' obligation to file for FDI clearance will not become effective until the executive branch will have instituted additional implementing regulations.

Who files?

A foreign investor intending to make a covered FDI must file for the investment's prior clearance from a new inter-agency council (the "Screening Council"). Implementing a covered FDI without first having obtained the clearance exposes the foreign investor to a fine equal to 5 percent of the investment's amount, and in any event not less than BGN 50,000 (approximately €25,000). In such cases, the Screening Council may also impose investment unwinding and other appropriate measures.

In determining whether the filing obligation is applicable, the "foreign investor" and "FDI" defined terms that the Law uses that will be of relevance.

The "foreign investor" concept encompasses the following (each, a "Non-EU Person"):

  • Any individual who has made, or intends to make, an FDI in Bulgaria, provided such individual is not a national of an EU Member State
  • Any legal entity that has made, or intends to make, an FDI in Bulgaria, provided such legal entity is seated outside an EU Member State

In addition, the following will be treated as "foreign investors":

  • Any legal entity (a "Deemed Non-EU Entity") which, although seated in an EU Member State, is controlled by:
    • A Non-EU Person or
    • Another person (not necessarily an incorporated person) organized under the laws of a country that is not an EU Member State
  • Any legal entity or other person (not necessarily an incorporated person) which, although seated in an EU Member State:
    • Is affected by a contract or internal rules by virtue of which the relevant investment of that person is directly or indirectly controlled by one or several individuals or legal entities that are established outside the EU or
    • Makes the investment in its own name but for the account of a Non-EU Person or a Deemed Non-EU Entity, by virtue of an agreement

FDI is defined as follows: an investment of any kind made by a foreign investor aimed at establishing or maintaining lasting and direct links between the foreign investor and the entrepreneur or enterprise to which the capital has been made available to carry on business in Bulgaria, including an investment that enables effective participation in the management or control of a company carrying on business. FDI is also the expansion of an existing investment, including the expansion of the capacity of an existing enterprise, the diversification of the production of an enterprise with products that have not been produced before, and the establishment of a new place of business.

The FDI definition clarifies that a portfolio (passive) investment is not a foreign direct investment. "Portfolio (passive) investment," however, is not specifically defined.

The Screening Council may also act of its own motion. Thus, the Screening Council may, of its own motion and by way of exception, commence an FDI Screening with respect to an investment that is possibly covered but in which the investor did not file a clearance application, if the Screening Council:

  • Has become aware of new circumstances that justify the opening of an FDI Screening investigation, it being understood that this option is open to the Screening Council within three months of becoming aware of such new circumstances; or
  • Has received:
    • An opinion from the European Commission or
    • A notification from an EU Member State that contains sufficient information

In this last scenario, to the extent the European Commission's opinion or the EU Member State's notification relates to an investment that has already been implemented, the Screening Council may not commence an FDI Screening if that investment's implementation has started more than two years before the opinion or notification.

Types of deals reviewed

To be subject to FDI Screening, the relevant FDI must:

  • Have potential effects in the areas covered by Article 4, para. 1 of EU Regulation 2019/452 (substantive scope) and
  • Further reach at least one from among the following three thresholds (quantitative scope):
    • The investment will result in the acquisition of at least 10 percent of the capital of an undertaking that operates in Bulgaria, or the investment's amount will exceed €2,000,0001 or
    • The investment will result in the acquisition of at least 10 percent of the capital of an undertaking that operates in Bulgaria and performs high-tech activities or
    • The investment qualifies as a "new investment"2 whose amount will exceed €2,000,000

The quantitative criteria, however, will be disregarded—so that even small but substantively in-scope investments will trigger FDI Screening—if there is, whether directly or indirectly, non-EU governmental participation in the foreign investor's capital. That extension of the FDI Screening requirement to small investments will not apply where the non-EU governmental participation is linked to such "low-risk" countries as may be designated by the parliament.3

In addition, certain FDIs, which are not covered in the sense just described above, will nevertheless trigger the FDI Screening requirement:

  • FDIs by a foreign investor from Russia or Belarus4
  • FDIs in the production of oil-derived energy products and other oil-derived products at critical infrastructure facilities that are strategically important for national security
  • On the initiative of certain national security agencies, FDIs in which such indications exist as may suggest that the relevant FDI may have an impact on security and public order
  • At the request of a relevant member of the Screening Council and after consultation with certain national security agencies, investments below the €2,000,000 threshold may also be subjected to FDI Screening

Scope of the review

The Law does not set out specific criteria based on which the Screening Council must decide on a clearance application; it merely includes a cross-reference to Article 4 of EU Regulation 2019/452.

The Law, however, provides that the Screening Council will apply the Article 4 criteria in accordance with the terms and procedures to be introduced by way of implementing legislation that the executive branch is mandated to adopt. Accordingly, it may not be excluded that such future regulations will flesh out the applicable criteria.

Review process timeline and outcomes

After submission of an FDI clearance application, the relevant authority (Bulgarian Investments Agency) will have three days to check whether the application is incomplete or otherwise not in compliance with the applicable formalities.

If any irregularities in the application must be addressed at this stage, the applicant will be given seven days to do so.

An application, which is technically compliant, will then be forwarded to the Screening Council.

Once the Screening Council is in receipt of the file, it has 45 days (plus up to 30 additional days if the Screening Council so determines) to issue a decision. That decision may be:

  • An unconditional clearance
  • A conditional clearance, whereby the foreign investor may implement the FDI after having complied with such restrictive measures as the Screening Council may have determined or
  • A refusal to grant the clearance

The Law provides for the following restrictive measures:

  • Restriction on the shareholding that the foreign investor may acquire in the target: up to 20 percent (or up to 10 percent if the target is involved in high-tech industries)
  • Implementation of measures aimed at the protection of personal data, the security of information or otherwise (upon proposal by a relevant regulator)
  • Special rights in favor of the state within the shareholders meeting and/or the management of the target (applicable in the context of privatizations only)

If the Screening Council does not deliver a decision within the statutory deadline, the relevant FDI is deemed to have been cleared.

How foreign investors can protect themselves

The decisions of the Screening Council are administrative acts that are subject to legality control by the administrative courts acting at the initiative of the relevant investor.

"Looking ahead": Likely developments in the next year

The newly established Bulgarian FDI Screening will not be fully operational before the executive branch approves the relevant secondary (implementing) legislation. Under the Law, the executive is given as many as six months from the Law's entry into force (i.e., until September 12, 2024) to issue the regulations in question.

For as long as the implementing regulations are not in place—and regardless of whether the executive manages to meet the September 12, 2024 deadline—foreign investors will not be required to file for FDI clearance.

1 While the Law refers to the first threshold as an alternative between (a) 10 percent of the capital and (b) an investment amount of more than €2,000,000, the legislator's actual intent, seen in the context of all the three thresholds, was more probably to require the cumulative satisfaction of (a) and (b).
2 The Law defines "new investment" broadly: (a) initial investment in tangible and intangible assets related to the start of activity of a new undertaking; (b) expansion of the capacity of an existing undertaking; (c) diversification of an undertaking's production through products not previously produced; or (d) a significant change in the general production process of an existing undertaking.
3 These are currently the United States, the United Kingdom, Canada, Australia, New Zealand, Japan, South Korea, the United Arab Emirates and Saudi Arabia.
4 Although the inclusion of this category of FDIs could be justified by the current international environment, it may be problematic against the background of Article 3.1 of EU Regulation 2019/452, which requires that screening mechanisms do not discriminate between third countries.


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.

© 2024 White & Case LLP