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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.

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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.

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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.

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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.


Foreign direct investment reviews 2024: Slovenia

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.


9 min read

Marko Ketler, Nina Krajnc, and Monika Jejčič (Ketler & Partners Ltd., member of Karanović) authored this publication

As of July 1, 2023, a new FDI review regime was introduced with the amendment of the Investment Promotion Act. The act made changes to the regulation of the entire FDI procedure, narrowed the definition of "foreign investor" and extended the deadlines for the issuance of decisions in the review procedures. Unfortunately, it did not remove all the legal uncertainties that had arisen under the previous FDI review regime.

Summary of major changes in 2023

  • There were major changes to Slovenia's FDI review mechanism in 2023. It is no longer included as a temporary regime in the Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the Covid-19 Epidemic, but has become a permanent measure in Slovenia with the amendments to the Investment Promotion Act
  • The main changes include a narrower definition of a foreign investor, which no longer includes EU entities, but is limited to a company or organization domiciled/incorporated in a third country
  • There were amendments to the definition of foreign investment to include an investment in tangible and intangible assets related to the establishment of a new business unit
  • The acquisition of land or real estate related to critical infrastructure is no longer subject to review
  • The scope of notifiable FDIs as defined in the act no longer explicitly includes FDIs in medical and pharmaceutical technology, and medical and protective equipment
  • A preliminary review procedure was implemented, alongside the formal establishment of a commission for notifications, as well as the implementation of an expert group that provides expert opinions in the review procedure
  • The changes also included the implementation of the ministry's right to impose conditions for the implementation of an FDI if an impact on the security or public order of the Republic of Slovenia is identified, but the impact can be mitigated or prevented by imposing conditions

Who files?

A foreign investor is obliged to submit an FDI notification if a specific FDI meets the prescribed requirements.

A foreign investor is defined as a citizen of, or a company or organization incorporated in, a third country that is not part of the EU that: intends to make a direct foreign investment in the Republic of Slovenia or has already made such an investment; holds (directly or indirectly) at least 10 percent participation in the capital or voting rights in a business entity established in an EU Member State, and intends to make a direct foreign investment in the Republic of Slovenia or has already made such an investment.

A notification may also be filed by the target company or foreign investor's subsidiary in Slovenia.

Fines up to €500,000 are applicable to foreign investors if the FDI is not notified within the deadline. There is no filing fee.

The competent authority to review FDIs is the Ministry of the Economy, Tourism and Sport.

Types of deals reviewed

The subject of the review is an investment made by a foreign investor, the purpose of which is to establish or maintain permanent and direct or indirect links between the foreign investor and a Slovenian company, by means of the (direct or indirect) acquisition of at least 10 percent of the capital or voting rights of such company.

Notification of a specific FDI made by a foreign investor is mandatory if it fulfils the following requirements: it results in at least (direct or indirect) 10 percent participation in the capital or voting rights in a business entity in the territory of the Republic of Slovenia; and if the business activities of a target company or newly established company fall within the scope of the activities listed in the act. These include critical infrastructure, transport, water, aviation, media, data processing, artificial intelligence, the supply of critical resources and similar.

Notification is required within 15 days after: the closing of a transaction for the acquisition of shareholding or voting rights; publication of takeover bid; or the registration of the incorporation of a company in Slovenia that will be active in the critical sectors or with which a foreign investor intends to invest in tangible and intangible assets, related to the establishment of a new business unit by which the foreign investor acquires, directly or indirectly, at least 10 percent of the capital or voting rights in the newly established company established in the Republic of Slovenia.

Scope of the review

The review is limited to whether a specific FDI represents a threat to security or public order in the Republic of Slovenia. FDI is approved if the threat to security or public order is insignificant or non-existent.

There are a number of factors that the ministry is required to consider in particular. It should consider whether the foreign investor is directly or indirectly controlled by the government, including state bodies or armed forces of a third country, including through ownership structure or significant funding.

The ministry must also consider whether the foreign investor has already been involved in activities affecting security or public order in an EU Member State, and whether there is a serious risk that the foreign investor engages in illegal or criminal activities.

Another factor to consider is whether the foreign investor reached the control threshold of the targeted company (participation in a third of all voting rights in this company) or whether it reached 10 percent participation in voting rights in the targeted company with a successful takeover bid, or whether it gained at least a 75 percent share of all the targeted company's shares with voting rights.

Finally, the ministry should also consider whether the foreign investor holds at least a 20 percent market share in the field of critical activities, through the targeted, acquired or newly established company; and whether the foreign investor reached a 25 percent or 50 percent share of participation in the capital or voting rights of the targeted company, or that the company acquired with the transaction that is being reviewed.

Review process timeline

After the notification of an FDI, the procedure is divided in two parts.

The "preliminary procedure" is carried out by the Commission for Notifications, which issues an opinion on whether the ministry should initiate a review procedure. The act does not specify a deadline for the issuance of such an opinion by the Commission, but in practice it normally takes up to eight weeks for such an opinion to be issued. If the Commission for Notifications issues an opinion that the conditions for notification are not met or that a foreign direct investment will have an insignificant or no impact on public order and security, the ministry issues a decision based on such opinion.

The "review procedure" is initiated by the ministry if the preliminary procedure ends with an opinion that the conditions for notification are met and that the FDI may have an impact on public order and security. Review procedure is carried out by the expert group, which shall issue an opinion determining whether the FDI affects the security or public order of the Republic of Slovenia and shall propose that the FDI be either approved, approved on a limited basis by setting conditions for its implementation, or prohibited. Such opinion should be issued within two years of the conclusion of the transaction or of the registration of the company in the Slovenian court register. The ministry must issue a decision based on the expert group's opinion within two months after the expert group issues its opinion.

How foreign investors can protect themselves

As in other jurisdictions, it is important for foreign investors to consider Slovenian FDI review requirements when planning and negotiating transactions.

In particular, foreign investors should ensure that they include in the transaction documents that include a closing condition precedent related to the obtaining of an FDI approval in Slovenia. In practice, if there are no specific concerns that the ministry would decide to prohibit the transaction, it is advised that the condition precedent is structured in a way that is deemed to be met if the transaction is approved or if the FDI process is concluded after the preliminary review—if the ministry decides that the review procedure will not be initiated.

Foreign investors should also take into account that the act imposes a rather long deadline for the completion of the review procedure (if initiated) and should secure appropriate long stop dates for the completion of the transactions.

It is also important to note that the ministry may initiate the review procedure and potentially annul the transaction later on, namely within two years of the conclusion of the transaction or of the registration of the establishment of a company in the Slovenian court register if it obtains information that a foreign investor who has made an FDI in Slovenia is engaged in activities in critical business sectors, which have affected or are likely to affect the security or public order of a Member State of the EU or is engaged in illegal or criminal activities.

Such ex officio review procedures can be initiated even if the ministry already issued a decision that the review procedure is not required or that the FDI is approved. Although the ministry has not yet used these powers in practice, the possibility of facing a new review even after obtaining an approval of the FDI creates relative uncertainty for foreign investors, so a thorough assessment of the foreign investor's activities before and after the planned transaction in light of FDI requirements is advisable.

"Looking ahead": Likely developments in the next year

Despite the recent amendments to the law governing the FDI procedure, some sections of the law remain ambiguous, in particular the definitions of critical sectors, technologies and inputs for which notification is required.

In addition, although the act no longer explicitly mentions foreign investment in medical and pharmaceutical technology, and medical and protective equipment as critical sectors requiring FDI notification, given the Commission's past practice, it is likely that the act will be interpreted to include these activities into the scope of critical business activities requiring a notification.

As the new act has only recently come into force, there is little case law available. It is therefore expected that as the ministry's practice develops, some legal uncertainties will be resolved and areas requiring further clarification will be identified.

Since the overall procedure was significantly changed by the act, it is also expected that the timeframe for obtaining decisions in the FDI procedure will initially be longer and will shorten over time.

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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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