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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.

United Kingdom

Foreign direct investment reviews 2024: United Kingdom

Now into its second year of operation, the UK's National Security and Investment Act 2021 has become a standard feature of UK transactions for both foreign and domestic investors in certain sensitive sectors.


7 min read

The National Security and Investment Act 2021 (NSIA) became operational on January 4, 2022, and has since become a regular feature of transactions. Certain transactions in 17 sectors are subject to mandatory notification, but the regime can apply to any transaction, so voluntary filings are also made if an acquirer would like absolute certainty that a transaction will not be retrospectively reviewed. The regime is administered by the Investment Security Unit, in the Cabinet Office, with the Secretary of State in the Cabinet Office exercising final decision-making powers.

Summary of major changes in 2022

  • Qualifying transactions require notification if the target carries on specified activities in any one of 17 "sensitive sectors"
  • Unusually, the NSIA is not a true "foreign" direct investment screening mechanism, as it applies equally to UK and foreign investors alike. Indeed, the first conditional decision issued under the NSIA in July 2022 imposed conditions on UK-based investor Epiris in the context of its acquisition of the digital communications provider that supplies radio solutions to UK emergency services, Sepura

Who files?

Mandatory notifications are filed by the investor. Voluntary notifications, however, can be filed by any party, including the investor, the seller or the target itself.

Types of deals reviewed

Very little information about NSIA notifications is published. The very fact that a filing has been made is not made public, and only if a transaction is blocked, or subject to conditions will a final order (with minimal detail) be published. Transactions that are cleared are not publicized, with the total number of notifications only made public in NSIA annual reports.

It is therefore generally not possible to identify if a particular transaction was notified because, if it was cleared, no information will be published other than by the merging parties themselves, for example if they had announced that the deal was subject to NSIA clearance.

There have been five prohibitions since the inception of the regime although, notably, none in the past 12 months. Although the regime is technically agnostic as to an investor's origin—requiring notifications even of British acquirers—of the five prohibitions, four prohibitions concerned investors with links to China.

Two of these prohibitions ordered the unwinding of transactions that had already been concluded before the mandatory filing requirements under the NSIA came into force. This power is a feature of the NSIA, which allows the UK government to "call in" any transaction concluded from November 12, 2020. This retroactive power to call in a transaction for review ordinarily applies for up to five years from the date of the transaction, although this can be reduced to six months if the Secretary of State becomes aware of the transaction, for example through a voluntary notification.

Conditions have been imposed on 15 transactions since the regime began. In terms of the sensitive sectors that have been subject to conditional decisions, defense and military and dual-use transactions are the most prominent. This is no doubt a function of the particular sensitivities of those sectors, but also the breadth of deals captured with defense, in particular, capturing a wide range of targets, including those with incidental access to military sites via cleaning or catering contracts, for example.

Conditions vary by sector but focus on behavioral rather than structural commitments. These have included, for example: requirements to implement enhanced security controls to protect sensitive information and technology from unauthorized access; requirements that certain key personnel or board members be pre-approved by UK government authorities; and restrictions on the sharing of certain target information, including with the investor.

Again, Chinese investors feature prominently in relation to conditional clearances; however, conditions have also been imposed in transactions with UAE, UK and US investors.

Scope of the review

The scope of the review under the NSIA is three-pronged. The ISU assesses control risk—the level of control that will be asserted by the prospective investor. Less control merits less concern from a national security perspective, particularly where an investor is seeking to take a non-controlling stake. A mandatory filing can be triggered with a 25 percent equity or voting stake, so the level of the investment will affect the determination of the control risk as will any rights attaching to minority shareholdings.

The ISU also provides examples of target risk: the extent to which the target is being used, or could be used, in a way that raises a risk to UK national security. This may involve, for example, considerations such as proximity to sensitive sites as well as the specific nature of the target's activities. Ultimately, however, any target falling within the defined sensitive sectors will raise target risk considerations. Where targets fall within multiple sensitive sectors, this risk may be considered enhanced.

Finally, acquirer risk is assessed. This entails a review of the acquirer including the ultimate controller. Specifically, the acquirer risk assessment will consider whether the acquirer "has characteristics that suggest there is, or may be, a risk to national security from the acquirer having control of the target." These characteristics include associations with states or organizations that may be considered hostile to the UK, although this concept is undefined. Helpfully, however, previous guidance has made clear that a history of passive or long-term investments may indicate low or no acquirer risk.

Review process timeline

The timeline under the NSIA runs from the date that the notifying party receives confirmation that the notification is accepted as complete. Typically, this takes three to four working days from the submission of the notification.

Once this confirmation is received, the review process is divided into two parts: a 30-working day "review period" that applies to all notified transactions; and a 30-working day "assessment period," which applies to any transactions that are subject to a "call-in notice" indicating that they will be subject to more detailed scrutiny. This can be extended by another 45 working days if required. Any further extensions beyond this time period require the investor's written consent.

These timelines are illustrated below.

How foreign investors can protect themselves

It is, of course, crucial to understand whether or not a transaction requires a mandatory notification. However, given the ability of the government to call in any transaction, it is sensible for acquirers to assess the risks associated with any transaction if the target's activities may in any way be considered sensitive. As this analysis is all target-focused, engaging due diligence of prospective targets early on for these purposes is very important and will depend to a large extent on good engagement with the seller. Where the target is hostile, then the ability for the acquirer to assess the NSIA risks is diminished.

Thus far, the focus in terms of probing transactions and imposing conditions has been on information ring-fencing and securing continuity of supply to critical services in the UK. Therefore, it is important to have a clear narrative in place around the control, information-sharing and intentions that an investor has for a sensitive target in the UK.

In terms of transaction certainty, investors may want to consider judicious use of the voluntary notification option. For example, while mandatory notifications are only required with respect to share sales, asset deals that would otherwise trigger if structured as a share deal would be a good candidate for voluntary pre-clearance. This also eliminates the prospect of a retrospective call-in after the transaction has closed.

For transactions that are subject to call-in review, it is notable that often there will be limited, if any, engagement with the ISU. The ISU has the power to issue information notices (and attendance notices) but will not necessarily do so. Nonetheless, an investor always has the option to submit further information for the Secretary of State's attention that must be taken into account in their decision under the provisions of the NSIA, and selective use of this option can help to allay potential concerns.

It is also important to keep in mind, however, that the vast majority of transactions will be cleared without a "call-in" review.

"Looking ahead": Likely developments in the next year

A key concern under the regime is a perceived lack of transparency in the review process. There are positive signs that this will be addressed, however. The Cabinet Office published a call for evidence on November 16, 2023, soliciting views on how the regime can be made "more business-friendly." Responses will be used to inform changes to the regime including honing the scope of mandatory notification requirements (potentially to carve out the requirement to notify intra-group transfers that meet the NSIA tests), improving the notification and assessment processes, and developing the government's public guidance and communications during assessments.

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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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