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Foreign direct investment reviews 2024: A global perspective

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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: Italy

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


8 min read

The Italian FDI regime is also known as the Golden Power Law or Golden Power regime in Italy, as it gives the Italian government "golden" or special powers to approve or veto FDIs.

Since 2012, the Italian government has reviewed all transactions relating to Italian companies that carry out strategic activities or hold assets with strategic relevance in certain sectors deemed critical for Italy.

In the past four years, FDI control has expanded to further protect Italian strategic assets against potentially predatory transactions.

Summary of major changes in 2023

  • The year 2023 brought a few substantial changes to the Italian FDI screening regime in connection with the expansion of government powers over intra-group transactions
  • Historically, transactions carried out within the same group have been subject solely to the notification requirement, while they were excluded from the exercise of the golden power by the government
  • Since August 2023, this exception has been partially lifted, as the scope of the FDI review and exercise of the special powers has now been extended to intra-group transactions that involve non-EU investors and concern certain sectors identified as strategic. These sectors include artificial intelligence, cybersecurity, aerospace, machinery for the manufacture of semiconductors, quantum and nuclear energy storage technologies, as well as food production technologies

Who files?

The Golden Power filing must be made by any company adopting a resolution in connection with a strategic company transaction including, without limitation, asset sales, mergers, demergers, transfer of headquarters outside of Italian territory, or changes to the corporate purpose, which would result in a change of ownership, availability or use of strategic assets; or by each of the purchaser and the target company (jointly) in connection with the acquisition, direct or indirect, of an equity or debt interest or the voting rights in a target company holding strategic assets under the Golden Power Law.

In addition to applying to non-Italian and non-EU persons, the Golden Power Law and relevant filing obligation may also apply to Italian and EU persons depending on the relevant strategic business sector and the type of transaction subject to notification and review.

Types of deals reviewed

Under the Golden Power Law's permanent measures, Golden Power clearance is mandatory for any strategic company transaction carried out: in the defense and national security sectors by any investor; in the energy, transportation, communication, health, agri-food and financial (including credit and insurance) strategic sectors ("key other sectors"), by any EU (including Italian) investor; or in strategic sectors other than defense and security and 5G technology, but including the key other sectors, by any non-EU investor ("other sectors").

Clearance is also mandatory for a transaction resulting in the assignment by guarantee of the strategic assets in any strategic sector.

Clearance must also be sought for the strategic acquisition of: an equity interest exceeding certain thresholds (currently 3, 5, 10, 15, 20, 25 and 50 percent) by any investor, other than the Italian state or any Italian public or publicly controlled entity, for the defense and national security sectors; or a controlling interest by any EU (including Italian) investor, for any key other sector.

Strategic acquisitions involving a controlling interest, or at least 10 percent of the corporate capital or voting rights (and any subsequent acquisition exceeding 15, 20, 25 and 50 percent), so long as the investment value is equal to or exceeds €1 million, in each case by any non-EU investor, for any other sector; or agreements involving the acquisition of, or the provision of services in connection with, 5G technology, solely to the extent that non-EU investors are involved, must also be cleared.

Scope of the review

The implementing decrees of the Golden Power Law set out the strategic businesses and/or assets falling within the industrial sectors subject to FDI review. However, the scope of "industrial sectors" remains broadly defined.

In the defense and national security sector, all businesses operating in the sector or businesses producing dual-use products with revenues greater than €300 million are covered by the law.

In the energy sector, the law covers platforms for the supply of energy and gas; critical infrastructure and real estate connected to the nuclear and oil & gas sectors; and businesses operating in the energy sector with revenues greater than €300 million and employing more than 250 workers.

Transactions involving businesses providing essential infrastructure for the safekeeping of the state's well-being and vital functions in the critical infrastructure, transportation and telecommunications and aerospace sectors are also caught under the Golden Power Law.

Critical technologies in the financial, insurance and credit sectors, or businesses operating in the financial, insurance and credit sectors with revenues greater than €300 million and employing more than 250 workers, are covered, as are registered media companies.

Within the critical technologies sector, essential technologies for the safekeeping of the state's well-being, vital functions and economic progress are included, such as AI, MTM communication, cybersecurity, aerospace and robotics.

The healthcare and pharmaceuticals sector includes critical technologies in the healthcare sector ; businesses operating in the healthcare sector with revenues greater than €300 million and employing more than 250 workers; or strategic resources for the supply of medicines, medical devices and other medical equipment, and critical diagnostic technologies.

Other industries covered by the Golden Power Law include supply of critical inputs and agri-food, such as essential goods and services for the safekeeping of the state's well-being and vital functions (steel, semiconductors and so on); strategic supply chain activities; access to sensitive and essential information for the safekeeping of the state's well-being and vital functions; and all transactions involving 5G technologies.

Review process timeline

Filings shall occur within 10 days after the execution of a binding agreement or adoption of a relevant corporate resolution, as applicable.

The review period is 45 business days (30 days for filings relating to 5G technologies), during which the transaction cannot be completed and any voting rights with respect to the transaction are frozen until clearance is given. It may be extended only once, for a maximum of 10 or 20 additional business days, if the Italian government requests additional information from, respectively, the filing person or from a third party.

The review period may be extended twice for a maximum period of 20 additional business days per each extension, exclusively with reference to filings relating to 5G technologies.

The review period will be suspended for up to 35 days from receipt of the notification if an EU Member State or the EU Commission determines to review the transaction, until the observations or opinion of the relevant EU Member State or the EU Commission have been delivered, unless further extended to receive additional information.

The review period will start from the date the Italian government determines that a breach of the filing obligation has occurred, if the Italian government initiates a Golden Power review independently in the absence of a filing.

In addition, a pre-notification (pre-signing) procedure is available, pursuant to which any company is entitled to file a voluntary pre-notification based on the information available as of the date of the pre-filing. Within 30 days of the pre-filing, the government must complete an assessment with one of the following outcomes: out of scope, in which case no filing is due; in scope, in which case filing is due; or in scope but evident that no special powers will be exercised, in which case no filing is due.

How foreign investors can protect themselves

The first step for foreign investors interested in entering into a transaction in relation to any Italian company operating (or arguably operating) in any strategic sector should be an evaluation of whether a filing pursuant to the Golden Power Law is required. This analysis should be undertaken before entering into any such transaction, so as to limit unnecessary transaction costs.

The Golden Power Law operates on a principle of substance over form. It follows that when structuring a transaction, the creation of corporate, fiduciary or contractual investment structures will not limit the applicability of the Golden Power regime if the ultimate beneficial investor falls within its scope of application. Therefore, it is crucial for foreign investors to consider the risk that, in the event that a transaction ultimately falls within the scope of the Golden Power Law, the Italian government could veto, condition, or make material recommendations with respect to the transaction.

Given the broad and imprecise applicability of the Golden Power Law and its implementing decrees, investors should consider using the newly introduced pre-notification procedure to help reduce uncertainty.

Moreover, the extension of Golden Power Law to certain intra-group transactions and reorganizations requires investors to take a more cautious approach when assessing if any such internal transaction could be of strategic relevance.

Additionally, before entering into any acquisition agreement, it is key that foreign investors consider the filing (and pre-filing, as applicable) timeline. Filing obligation terms, long-stop dates, hell-or- high-water covenants and regulatory clearance closing conditions in acquisition documentation must take into account the latest timelines and conditions relating to the Golden Power Law, as amended from time to time by the Italian legislature.

"Looking ahead": Likely developments in the next year

Amendments to the Golden Power Law, enacted in recent years, have caused numerous complex interpretational issues, including due to the extremely broad definition of the strategic sectors falling under FDI control.

This has led business actors to proceed with increasingly frequent precautionary filings to the Italian government, resulting in a significant shift in the number of filings over recent years — from approximately 83 known filings in 2019 to 608 filings made in 2022, plus 43 pre-filings in fewer than four months in 2022. This in turn leads to increased transaction costs for investors and prolonged timeframes for deal completion. In this respect, the new pre-notification procedure should be considered a key tool to limit uncertainty.

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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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