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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.


Western Balkans

The Western Balkan region (Balkan countries out of European Union) remain increasingly accessible to foreign investment, without established Foreign Direct Investment ("FDI") screening mechanism, with limited requirements for licensing approvals and ownership thresholds, apart from specific sectors.

Western Balkans



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: Poland

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


7 min read

The Polish FDI regime, introduced in 2020, establishes a foreign investment screening mechanism governed by the Polish Competition Authority (UOKiK). It supplements the 2015 investment control regime, which is governed by the relevant ministries, involves a limited—but constantly increasing—number of strategic entities and is applicable regardless of an investor's "nationality.".

Summary of major changes in 2023

  • The FDI regime is still in development in Poland, and there are limited precedential decisions available. The UOKiK has issued seven clearance decisions since 2020. Only one transaction was subject to a more detailed review in control proceedings, and the UOKiK has not objected to any of the transactions reviewed under the FDI regime. Most of the filings were rejected as falling outside of the FDI rules
  • Recently, the practice has been to submit (in unclear cases) a simplified letter informing the UOKiK about a given deal to receive confirmation that the filing is not required. This is a response to ambiguous FDI rules and the authority's lack of a formal pre-notification or consultation procedure, which often makes an FDI assessment particularly burdensome and uncertain
  • The UOKiK has so far focused on the oil & gas industry, payment, transportation and food sectors, but transactions concerning a very broad group of sectors/industries could also be scrutinized
  • An investor's nationality is not of key importance. Approved investors have come from China, Egypt, Saudi Arabia, Singapore and Ukraine

Who files?

All non-EEA and non-OECD nationals (natural persons who do not have EEA or OECD citizenship) or non-EEA and non-OECD entities (entities without a registered office in the EEA or OECD at least for the past two years) are obliged to file for clearance when entering into any of the covered transactions, except for indirect acquisitions, where the acquired entity holding dominance or a qualified holding in the covered entity has a duty to make a post-closing filing.

The FDI rules include specific provisions against circumventing the EEA/OECD-domicile rule, in particular: covering subsidiary entities, branches or representative offices of a non-EEA/non-OECD national or non-EEA/non-OECD entity that are also regarded as non-EEA/non-OECD entities; and even if an acquisition is pursued by an EEA/OECD citizen or an entity having its registered office within the EEA/OECD, the buyer may still be regarded as "foreign" if there is an allegation of circumvention of the law, such as where the buyer does not carry out any business activity other than holding shares or controlling other entities, or does not run a sustainable enterprise or employ staff within the EEA/OECD.

Types of deals reviewed

There are three types of deals involving covered entities that require clearance.

The first is direct or indirect acquisition of control over the covered entity, including: holding more than 50 percent of votes at the general/shareholders' meeting or 50 percent or more of the capital; having the right to appoint and/or dismiss the majority of the members of the management board or the supervisory body of the covered entity; and having any other right to decide on directions of the covered entity's business, including under an agreement with the covered entity.

Secondly, direct or indirect acquisition of a qualifying holding in the covered entity, representing 20 per- cent or more of the votes at the general/shareholders' meeting; share capital; and/or share in distributed profits, requires clearance. This includes the acquisition of any holding that would bring the buyer above 40 percent of votes, share capital or share in distributed profits.

Finally, the purchase or lease of the enterprise (or an organized part thereof) of the covered entity through an asset deal also requires clearance.

The clearance obligation will also be triggered if any of the above results from: redemption of shares of a covered entity; a covered entity's purchase of its own shares; or the merger or spin-off of a covered entity.

Scope of the review

The UOKiK may issue an objection if the transaction poses at least a potential threat to public order, public security or public health in Poland, or when the transaction might have a negative impact on projects or programs of interest to the EU. Therefore, political considerations might become the basis for potential objection decisions issued by the UOKiK.

A transaction made without the required notification or in spite of an objection by the UOKiK is null and void.

In the case of an indirect acquisition through transactions not governed by Polish law—such as a merger of non-Polish entities resulting in a change of control over a covered entity—even though such transactions will not be unwound, the acquirer will not be allowed to exercise its corporate rights in the covered Polish company.

Additionally, a breach of the clearance obligation would constitute a criminal offense punishable by a fine of up to PLN 50 million (US$12.4 million) and/or imprisonment for up to five years.

Finally, in case of an indirect acquisition, a person required by law or by an agreement to manage the affairs of a subsidiary that has not submitted the required notification will also be subject to a fine of up to PLN 5 million and/or imprisonment for up to five years if such person was aware of the acquisition being made.

Review process timeline

The FDI review procedure before the UOKiK takes up to 30 business days, but it can be extended for a further 120 calendar days if the UOKiK decides to initiate control proceedings. Deadlines are suspended when the UOKiK is waiting for requested information and documents.

How foreign investors can protect themselves

Merging parties need to take the FDI rules into account each time they contemplate a transaction with a Polish element, for example when a Polish company is a direct target of the deal or belongs to the target's group.

Most transactions require an assessment of whether an FDI filing is required in Poland. It is often a complex process requiring obtaining data from the parties to the transaction, including detailed information on the capital group structures, the ultimate beneficial owner's domicile, and the transaction structure and scope of the businesses of Polish targets.

Moreover, because the FDI rules can be interpreted in many ways and consultation with the UOKiK is sometimes necessary, the FDI analysis should be contemplated and started early on in the transaction process. If FDI filing is required, it might take several weeks to collect the required data and prepare the filing.

As in other jurisdictions, it is therefore critical for foreign investors to consider Polish FDI issues in planning and negotiating transactions. In particular, an investor should ensure that it introduces a condition precedent related to obtaining FDI clearance in Poland, where appropriate, prior to closing. It may also be appropriate for merging parties to allocate the potential risks related to FDI proceedings.

In most cases, obtaining quick clearance would require ensuring that an FDI notification is drafted in a clear and informative manner and supplemented with convincing evidence proving that the completion of the transaction would not lead to any concerns. This requires not only an in-depth knowledge of the transaction dynamics, but also efficient cooperation between different teams of advisers and smooth communication with the client.

Following submission of an FDI filing, it is crucial to be proactively involved in the proceedings, establish a good working relationship with the UOKiK and promptly reply to all its questions.

"Looking ahead": Likely developments in the next year

FDI practitioners in Poland expect the UOKiK's FDI guidelines to be revised. The original guidelines from the UOKiK were issued in 2020 prior to the UOKiK issuing any FDI decisions. Thus, the UOKiK's FDI guidelines leave many questions unanswered and are sometimes unclear, and so the revised guidelines should reflect developments (even if still limited) based on the UOKiK's experience in the intervening years.

Market practice will evolve and fill in certain loopholes in the FDI regime. The best example is the trend to submit (in unclear cases) a simplified letter informing the UOKiK about the deal to get confirmation that filing is not required, which is the market's response to the lack of a pre-notification procedure in the current FDI regime.

We expect closer cooperation between the UOKiK, the European Commission and other national competition authorities on reviewing deals with a foreign element. Most countries have recently introduced FDI regimes, and the European Commission has established a framework for information exchange between member states in Regulation 2019/452. This should foster cooperation between the authorities and increase the level of scrutiny in cross-border deals.

Because only a limited number of deals are notified to the UOKiK, the authority may start monitoring the market more closely in order to check whether parties are inappropriately avoiding the filing obligation. The UOKiK is entitled to initiate control proceedings ex officio if it determines that a given transaction requires notification. If it commences such proceedings, it can review the period of five years from the date of completion of the transaction.

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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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