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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.

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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.

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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.

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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.

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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.

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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.

Russian Federation

Foreign direct investment reviews 2024: 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.


11 min read

Established by the Russian government in 2008, the Government Commission on Control over Foreign Investments in the Russian Federation, headed by the chairman of the Russian government, is responsible for the review of FDI applications.

Although the final decision on the application is made by the Government Commission, all the preparatory work (such as receiving applications, reviewing their completeness and liaising with relevant government bodies to obtain opinions on the planned transactions) is done by the Federal Antimonopoly Service (FAS), which is also responsible for developing law enforcement practice in this area.

Summary of major changes in 2023

  • Russian laws on foreign investments were substantially amended and supplemented in 2023
  • Changes include extending the definition of "foreign investor" to include Russian citizens having a residence permit or similar document issued by a foreign country, or being "foreign agents" (individuals supported and/or otherwise under foreign influence and performing activities, including in the sphere of media and communications)
  • The scope of the laws was expanded to introduce the need for approval in case of acquisition of control over a Russian entity that applies for a license (another document) allowing activities of strategic importance, or which intends to obtain a right to extract or catch aquatic biological resources
  • The amendments introduced concepts of cumulative control of unrelated Russian beneficiaries, for the purposes of exemption applied to transactions by investors under Russian control; and control of unrelated foreign investors over an entity, for the purposes of determining if an entity is under foreign control
  • The revised laws detail the consequences of non-compliance with laws to include the possibility of confiscation for the benefit of the Russian Federation of shares or property of strategic entities unlawfully acquired by foreign investors, as well as suspension or annulment of strategic licenses or rights to extract or catch aquatic biological resources in cases of failure to obtain relevant approvals
  • The changes also describe an FAS procedure invoking the right of the prime minister to resolve that the investment must be approved by the Government Commission and setting out a list of criteria for the activities of the acquired Russian company, in which the procedure is mandatory

Who files?

The application for FDI approval is filed by the acquirer in a transaction resulting in acquisition of control over an entity engaged in activities of strategic importance to Russian national defense and security—a "strategic entity." The acquirer is required to obtain the consent of the Government Commission prior to the acquisition of control over a strategic entity, or the transaction is declared void.

If an acquirer is a foreign state-owned company, it must submit an application for approval with respect to an acquisition of any Russian company—not necessarily a strategic entity—if it obtains, directly or indirectly, a blocking stake in, or veto rights in relation to, such company. Such applications with respect to Russian companies not engaged in activities of strategic importance are generally subject to the simplified review (by FAS only) unless FAS invokes the right of the prime minister to decide that a full-scale FDI review by the Government Commission is required for the transaction.

To apply for consent, the acquirer must submit an application to FAS with attachments including corporate charter documents of the acquirer and the target, information on their groups' structures (including the whole chain of control over both the acquirer and the target), transaction documents and a business plan for the development of the target after closing. A table disclosing the acquirer's ultimate controlling entities, beneficiaries and beneficiary owners is also required.

Types of deals reviewed

The Government Commission reviews transactions that result in acquisition of control over strategic entities. Foreign investors must also obtain the Government Commission's consent for certain transactions involving the acquisition of a strategic entity's property.

The list of activities of strategic importance comprises 51 activities that, if engaged in by the target, cause the target to be considered a strategic entity. The activities include not only those directly related to state defense and security (such as operations with nuclear materials, production of weapons and military machines), but also certain other indirectly related activities (such as TV and radio broadcasting over certain territories, fishing activities and publishing activities).

The criteria for determining control are broad and are lower (25 percent) for a target that is involved in the exploration of subsoil blocks of federal importance, such as oil fields with a certain size of reserves, uranium mines, and subsoil blocks subject to exploration within a defense and security zone, or in fishing activities.

Foreign public investors are prohibited from obtaining control over strategic entities or acquiring more than 25 percent of a strategic entity's property, and must obtain consent of the Government Commission for acquisitions of lower stakes in strategic entities, or acquisition of blocking rights with respect to activities of such entities.

Such investors, however, may acquire control—25 percent or more of shares—over a strategic entity involved in exploration of subsoil blocks of federal importance or engaged in fishing activities if this does not change the existing control over such entities by the Russian Federation, where it has a stake in such entities exceeding 50 percent. These acquisitions must be specifically approved by the Government Commission.

Non-disclosing investors (those refusing to disclose information about their beneficiaries, beneficial owners and controlling persons to FAS) are subject to a special, stricter regime established for foreign public investors. Pursuant to the rules for disclosing this information approved by the government, a foreign investor planning to enter into a transaction involving a strategic entity must make a prior disclosure of its controlling entities, beneficiaries and beneficial owners in order to avoid being treated as a non-disclosing investor and to ensure that the stricter regime established for foreign public investors will not apply. The disclosure must be made either in the form of an application for approval, if approval is required, or in the form of an informational letter filed with FAS 30 days before the transaction.

The chairman of the Government Commission—the prime minister—has the right to decide that prior approval is required with respect to any transaction by any foreign investor with regard to any Russian company (not necessarily the strategic entity), if this is needed for the purpose of ensuring national defense and state security. The process is initiated by FAS, which obtains opinions from the Ministry of Defense, the Federal Security Service and other governing bodies whether or not the transaction needs to be sent to the chairman for his decision.

If at least one positive answer is received, FAS sends materials to the prime minister for review and adoption of the decision. Upon receipt of the positive decision, FAS will notify the foreign investor about the need to receive approval for a prospective transaction. Any transaction made in breach of this requirement is void.

The process is obligatory for transactions with targets participating in a national project, operating a city-forming enterprise, enjoying a dominant position in any market, or being the sole producer of products or services that are not under the control of a foreign investor, and so on. In practice, FAS also invokes this right if the target operates in certain sensitive spheres in the state's policies and the economy—in particular, operating certain critical technologies, such as genetic-engineering, nanodevices' technologies, or cryobiology and biomaterial conservation.

Scope of the review

Generally, a review of the FDI application assesses the transaction's impact on state defense and security.

FAS initially requests opinions of the Ministry of Defense and the Federal Security Service as to whether the transaction poses any threat to Russian defense and security. Additionally, if the target has a license for dealing with information constituting state secrets, FAS requests information from the Interagency Committee for the State Secrecy Protection on the existence of an international treaty allowing a foreign investor to access information constituting state secrets.

Russian law does not provide any additional details on the review's scope or the criteria on which the transaction under review is assessed.

Review process timeline

The statutory period for reviewing the application is three months from the date of its acceptance for review. The Government Commission can extend the review period for an additional three months. In practice, the Government Commission uses this extension right for a large portion of applications pending review. In practice, the review timing fully depends on the availability of the Commission's members and the prime minister, so it may take longer than the statutory timing.

The law sets out a simplified procedure for review of transactions in which a target operates in certain civil sectors (such as the food industry, energy/water supply, machinery) but due to specifics of production has a small strategic asset (not more than 1 percent of total assets of the company) in the form of a water supply facility, a drainage facility or a production quality control laboratory with a strategic license, meaning it therefore qualifies as a strategic entity. For such types of transactions, the approval is generally issued by FAS itself, unless there are negative or no opinions on the deal received from the Ministry of Defense and the Federal Security Service, with subsequent notification of the Government Commission of the decision.

Approvals on applications by foreign state-owned companies filed under the simplified procedure are reviewed by FAS only and therefore are generally issued quite swiftly, unless FAS decides to invoke the right of the prime minister.

Most transactions submitted to the Government Commission for review are approved. Such approval contains the time period within which the acquisition must be completed. The acquirer can subsequently apply to the Government Commission with a substantiated request to extend this period, if necessary.

The Government Commission can approve the transaction subject to certain obligations imposed on the foreign investor. The law contains certain lists of obligations, which is not exhaustive; the Government Commission has a right to impose any type of obligation on the foreign investor. Those obligations may include the obligation to invest certain amounts of funds into activities of the strategic entity, or to process bioresources or natural resources extracted by the strategic entity on Russian territory, as well as to sell the strategic entity's products at fixed prices (tariffs), continued execution of investment programs, and to localize production of parts, components and accessories used by strategic entities in their production of goods.

How foreign investors can protect themselves

Early in a transaction, a foreign investor should analyze whether the target company qualifies as a strategic entity and whether the planned transaction triggers a requirement for the Government Commission's consent. In light of the recent amendments, acquirers should also analyze whether such consent would be needed in case the acquirer is qualified as a non-disclosing investor. Answering these questions will allow the investor to start filing preparations, and then to file its application sufficiently in advance to manage the filing's impact on the timing of the transaction.

If the planned transaction does not require prior consent but consent would be needed if the acquirer is qualified as a non-disclosing investor, the acquirer must disclose to FAS information on the acquirer's beneficiaries, beneficial owners and controlling persons in advance, at least 30 days before the planned transaction.

Even if the target company does not qualify as a strategic entity, the investor should analyze whether it operates in the spheres for which invoking the right of the Prime Minister is mandatory, or in other potentially sensitive spheres, including those affected by sanctions or counter-sanctions, or possesses any critical technologies that may potentially trigger the referral of the transaction by FAS to the prime minister and result in a full-scale FDI review of the transaction.

Finally, a foreign public investor that intends to acquire a stake exceeding 25 percent of shares in any Russian company, or blocking rights with respect to such company, must obtain FAS clearance of such acquisitions.

"Looking ahead": Likely developments in the next year

Russian laws regulating foreign investments underwent significant amendments in the recent year and the practice of application of certain new provisions, such as the process and timing of obtaining approval over an entity applying for the strategic license, or of the subsequent approval to be obtained by a Russian citizen receiving a foreign citizenship or a residence permit, is yet to be formed. Similarly, one needs to await the development of the court practice on the application of the new provisions regarding consequences of non-compliance with the laws, and first of all, of confiscation of unlawfully acquired shares or property of strategic entities to the state budget.

FAS has not yet announced the new major legislative changes in the pipeline, although it can be expected that they will continue to address legislative gaps and strengthen control in this area.

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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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