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: Germany

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


10 min read

The German FDI regime has undergone numerous revisions over the past years, significantly tightening the review of foreign direct investments into Germany. In 2023, the government took a break from the incremental piece-meal updates to evaluate the status quo more holistically. It found the current rules to provide effective protection of German and European security interests without calling into question Germany's general openness toward foreign investors.

However, the German Federal Ministry for Economic Affairs and Climate Action (BMWK) is planning significant updates of German FDI rules to meet evolving geo-political concerns and reflect its practical experience from reviewing hundreds of cases per year. There were exactly 306 cases reviewed in both 2021 and 2022, but the vast majority are cleared swiftly, with an average review time of fewer than 40 days.

At the same time, the BMWK continues to take a strong stance on investments from Russia and China, and has increased its scrutiny of investments by state-owned entities, particularly from the Middle East.

Summary of major changes in 2023

  • There have been no major changes regarding the German FDI framework in 2023. The most important revisions relate to information to be provided in a filing, as well as switching to a digital filing system
  • The BMWK is evaluating the current German FDI regime, with significant updates expected later in 2024
  • As of January 2024, the BMWK will charge a fee for FDI filings. For simple cases cleared in phase I, the fee will be €800, and can be up to €36,000 for complex and time-consuming matters. It is not yet clear whether the fee is to be paid upon filing or at a later point in time, such as the conclusion of the matter
  • As part of its China Strategy published in 2023, the German government highlighted the specific issues faced when assessing Chinese investments due to China's civil-military integration. The German government coordinates with other FDI authorities globally to identify and respond to changes in the investment strategies applied. The German China Strategy also expressly mentions the need for outbound investment control measures to complement the existing FDI regime, as other jurisdictions have flagged as well
  • The BMWK has identified increased investment activity from the Middle East, in particular by state-owned investors. While the general posture remains positive, deals are subject to increased scrutiny, especially with a new focus on the security of German citizens' personal data, which can lead to longer review duration
  • 2023 has brought the first major court losses for the BMWK. Upon appeal, the Administrative Court of Berlin annulled the BMWK's prohibition of medicinal products manufacturer Heyer Medical's acquisition by Chinese competitor Aenomed on procedural grounds. In the same vein, the court found that – without the investor's consent—there was no legal provision allowing the BMWK to close review proceedings without deciding on the notified investment in a German refinery. The court further found that the investment was deemed cleared because the BMWK failed to open in-depth review proceedings in time—which the BMWK had not done because it considered the transaction was unlikely to proceed due to contractual limitations. The court found that a filing still triggers the review period in such a situation, unless it is "obvious" that the transaction cannot go ahead.

Who files?

The direct acquirer is obliged to submit the filing, even if it is a mere special purpose vehicle (SPV) or located in Germany. BMWK accepts filings by legal counsel on behalf of the direct acquirer with proper power of attorney. If the direct acquirer has not yet been determined or established (for example, in cases of a shelf company or a new SPV), the BMWK normally accepts the filing by the indirect acquirer. An electronic filing procedure was implemented in autumn 2023.

Types of deals reviewed

The activities of the target and the "nationality" of the investor determine the review process. German FDI review covers both direct and indirect acquisitions by foreign investors. Further, the BMWK is entitled to review all types of acquisitions, including share deals and asset deals.

Regarding certain highly sensitive industries such as arms and military equipment, encryption technologies and other key defense technologies, acquisitions of at least 10 percent of the voting rights by any foreign (non-German) investor are subject to a mandatory "sector-specific review" and trigger a filing (and a standstill) obligation.

Any other type of investment may only be scrutinized if the investor is based outside the EU or EFTA (a "cross-sectoral review") and acquires a share of at least 10, 20 or 25 percent of the voting rights depending on the industry in question. Whether a filing is required, and a standstill applies, depends on the target's activities.

Sectors that trigger a mandatory cross-sectoral filing inter alia include: critical infrastructure and software for critical infrastructure; telecommunications monitoring; cloud computing; telematics infrastructure; the media industry; services for state communication infrastructure; the medical and pharmaceutical industries; other critical industries (including AI, robotics, semiconductors, nuclear, aviation and aerospace, quantum, satellite, additive manufacturing and IT); critical raw materials; and security of food supply (greater than 1,000 hectares).

In all other cases, the government has a call-in right for any transactions involving the direct or indirect acquisition of at least 25 percent of a German company's voting rights by a non-EU/EFTA investor if the government is concerned that the transaction may impede public security or order in Germany, another EU Member State or certain EU programs.

Scope of the review

A transaction must be filed with the BMWK if the foreign investor acquires voting rights in a German entity active in a critical business sector and reaches certain investment thresholds (10 or 20 percent, depending on the industry), or a certain scope of assets of such an entity.

In assessing the investment thresholds, the BMWK takes a broad approach and looks at all entities in the entire acquisition chain (without any dilution of the shareholding) from the direct acquirer to the ultimate parent, and arguably also at shareholders such as limited partners, to be assessed on a case-by-case basis.

Additional mandatory filings are triggered when subsequently reaching thresholds of 20 percent (if the initial threshold was 10 percent), 25, 40, 50 and 75 percent. All transactions triggering mandatory filings are subject to a standstill obligation: the transaction must not be consummated before it is cleared by the BMWK. In particular, it is prohibited to allow the acquirer to directly or indirectly exercise voting rights or grant the acquirer access to certain sensitive data before clearance has been or is deemed to be granted.

Outside the scope of mandatory review, the BMWK can call in acquisitions of at least 25 percent subject to cross-sector review, in cases of "atypical" control—a somewhat vague threshold that takes into account any influence beyond the shareholding acquired by the investor, in particular by means of additional board seats, veto rights or access to certain information. It can also call in acquisitions in certain settings that allow for an aggregation of shareholdings, such as shareholdings by several different investors controlled by the same foreign state.

The standard of German FDI review is to ensure public order and (essential) security interests. In its assessment, the BMWK will in particular consider the origin of the investor, the foreign government influence on the investor, and the track record of the involved parties with BMWK filings. Further, general political considerations like securing supply chains or industrial policy play an increasing role.

In order to safeguard public order or security, the BMWK may—in accordance with other federal ministries—prohibit transactions or clear a transaction subject to mitigation measures or remedies. These typically take the form of a trilateral agreement between the ultimate acquirer parent, target and the German Federal Government, but the government could also impose certain measures unilaterally. The contents of the measures will depend on the concerns to be resolved, and can include safeguarding pre-transaction volumes of supply, not relocating facilities/know-how, reporting obligations and so on. To enforce a prohibition, the BMWK can prohibit or restrict the exercise of voting rights in the acquired company, or appoint a trustee to bring about the unwinding of a completed acquisition at the expense of the acquirer.

Review process timeline

The review process timeline is split into two phases.

Phase I begins with the BMWK obtaining knowledge of the transaction, either by notification or by other means, and lasts up to two months, during which the BMWK will determine whether to open a formal review (phase II) or clear the transaction.

Phase II begins with the BMWK opening a formal review and requesting further documentation regarding the transaction, the scope of which lies within the broad discretion of the BMWK. The formal review starts upon receipt of that documentation and lasts another four months; however, the BMWK can extend it by another three months in exceptionally complex cases, plus another additional month for defense deals. In addition, the timeline is suspended if there are additional information requests by the BMWK, and for as long as negotiations on mitigation measures are conducted between the BMWK and the parties involved. Such considerations outside the official review timeline can therefore have a significant impact on the transaction timetables.

If at the end of phase I or II the BMWK has not issued a decision, the transaction is legally deemed to be cleared (for phase II, only in cases subject to cross-sectoral review).

How foreign investors can protect themselves

Parties to transactions should carefully consider the risk of foreign investment control procedures early in the process, ideally starting at the front end of the due diligence process. Given the potential for considerable FDI review risks, it may be appropriate for the parties to initiate discussions with the BMWK even before the signing or announcement of a binding agreement.

In any event, parties should factor in sufficient time for German, and potentially other, FDI reviews when negotiating long-stop dates. For example, in critical cases the BMWK has a tendency to wait until Chinese merger clearance has been obtained to factor in any implications of Chinese remedies, which had previously been the long pole in many transaction timetables.

Clearance provides a safe harbor for any transaction. If no filing was submitted, the BMWK can take action ex officio for acquisitions in scope of German FDI review within a maximum period of five years from signing —but no later than two months after receiving knowledge of the acquisition—and even prohibit them retrospectively.

In order to protect themselves from such retrospective review in cases without filing obligation and to obtain legal certainty (in particular where German FDI clearance is a closing condition), foreign investors can voluntarily apply for a certificate of non-objection (Unbedenklichkeitsbescheinigung) as a safe harbor. Outside the scope of German FDI review, the investor can request an informal notice of non-applicability by the BMWK. The BMWK typically issues such notices as an administrative practice without binding effect or legal basis.

Lastly, any BMWK decision can be challenged before a German court. However, court action often is not a practical option for the parties, sometimes in light of timing or publicity concerns, and the BMWK enjoys broad discretion as to the interpretation of the legal provisions.

"Looking ahead": Likely developments in the next year

Germany's government is expected to present further amendments to the legal regime for foreign direct investments in 2024.

According to a key points paper of the BMWK, a number of changes are planned. The main investment control regulations will be bundled into a new law and three types of procedures will be introduced: a sector-specific procedure for certain defense and IT security products; a new type of procedure for particularly security-relevant sectors; and a cross-sectoral procedure.

There will be adjustments to the investment thresholds, the definition of "acquisition" and the existing case groups, including an expansion of "atypical control" cases (mandatory filing across all case groups, no need for acquisition of shareholdings). The scope of investment control will be broadened to cover greenfield investments, research cooperations and transfer of critical know-how, but there will also be a broader exemption for internal restructurings, clarifications of case groups, shortening of review periods, conversion of criminal sanctions into administrative offenses and so on.

Additionally, the burden of proof in particularly safety-relevant areas (like quantum technology, advanced semiconductors and AI) could be reversed.

Thorough scrutiny of foreign investments under German FDI rules will continue following these amendments. Outbound investment control is expected to be aligned with the current initiatives on the European level. It will, however, not be covered by the currently discussed legal amendments.

FDI reviews in critical companies remain politicized. Decisions in these transactions are regularly taken with the involvement of the entire cabinet or the Federal Chancellery.

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