Canada
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-like-minded" countries.
Now in its second decade of publication, White & Case's 2026 Foreign Direct Investment Reviews continue to provide a comprehensive overview of foreign direct investment ("FDI") laws and regulations across jurisdictions worldwide.
In this edition, we offer key datapoints to help inform parties and their advisors as they evaluate the evolving challenges presented by FDI screening requirements in cross-border transactions spanning multiple countries. National security-based FDI regimes continue to proliferate globally, with many jurisdictions adopting broader definitions of investments and the sectors subject to review continuing to expand.
FDI screening regimes are entering a more mature phase, and regulators are developing a more sophisticated approach to detecting and reviewing foreign investments. It is therefore critical to consider applicable FDI requirements as transactions, whether mergers and acquisitions, joint venture agreements, public equity offerings or financial restructurings, are negotiated. A clear understanding of potential challenges, the remedies that may be required for approval and the appropriate allocation of FDI risk can help avoid unwelcome surprises related to timing, deal certainty and the execution of business plans.
With a renewed US commitment to open foreign investment from allied countries, ongoing EU cooperation on FDI screening and evolving geopolitical dynamics, FDI screening will increasingly influence the selection of investors in cross-border transactions. New initiatives by the European Commission may also result in increased coordination among FDI authorities in EU Member States, all of which have adopted their own national FDI regimes by 2026.
We continue to believe that most cross-border transactions will be successfully completed in 2026, but understanding the regulatory and institutional parameters, as well as the evolving risks associated with FDI screening, will be critical to maintaining deal certainty and timing.
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-like-minded" countries.
Foreign direct investment ("FDI"), whether undertaken directly or indirectly, is generally allowed without restrictions and without the need to obtain prior authorization from an administrative agency.
The landscape of foreign direct investment ("FDI") in the United States continues to evolve under the Trump administration. With expanded jurisdiction and authorities, mandatory filings applying in certain cases, an enhanced focus on a broad array of national security considerations, further attention and resources dedicated to monitoring, compliance and enforcement, and a substantially increased pursuit of non-notified transactions, the FDI apparatus in the United States is more empowered now than perhaps at any time in its history.
The European Union continues to be a driver of foreign direct investment ("FDI") screening, with coordinated and mandatory enforcement now on the horizon.
The wide scope, low trigger thresholds and broad interpretation of the Austrian Foreign Direct Investment ("FDI") regime require a thorough assessment and proactive planning throughout the mergers and acquisitions ("M&A") process.
The Belgian foreign direct investment ("FDI") screening regime entered into force in July 2023. Investors and authorities alike are still coming to grips with the regime and the limited guidance available to help parties navigate it.
On July 22, 2025, the Bulgarian Foreign Direct Investment (FDI) screening mechanism entered into effect. According to information provided by the screening authority (the "Screening Council"), during its first two months of operation (September and October 2025), the Screening Council approved 10 screening applications out of 11 filed during that period. The investment in all of the above instances originated from so-called "low-risk" countries, and the applications were cleared within a short time frame. As of January 1, 2026, the Screening Council does not yet have an online register, and at present there is no information about the number of filed or pending applications. There is also no information indicating that any FDI has been prohibited or approved subject to conditions.
Croatia introduced a foreign direct investment ("FDI") screening regime on November 13, 2025. As of January 1, 2026, the regime is not yet operational but expected to be implemented soon.
The Republic of Cyprus' ("RoC") new Foreign Direct Investment Screening Law (the "FDIS Law") will reshape the investment landscape from April 2, 2026, introducing look-back provisions, a screening remit, internal change trigger points, and relatively low notification thresholds.
The 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.
The scope of the Danish foreign direct investment ("FDI") regime is comprehensive and requires a careful assessment of investments and agreements involving Danish companies.
The relevance of Estonia's foreign direct investment ("FDI") screening mechanism has remained modest since its inception at the end of 2023 but is expected to grow in light of the geopolitical situation, on account of increased activity in the defense sector.
Foreign direct investment ("FDI") deals are generally not blocked in Finland, but the government is able to monitor and, if necessary, restrict foreign investment.
French foreign direct investment ("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. Around half of the transactions reviewed every year are subject to conditions or remedies, which is an important French specificity. Recent trends also show a growing number of transactions being reviewed, suggesting a shift toward increased scrutiny of foreign investments in France.
Following numerous amendments over the past years, Germany's foreign direct investment ("FDI") review continued in full swing, with further significant updates expected in the coming years.
Greece's mandatory and suspensory foreign direct investment ("FDI") screening regime became fully operational on November 11, 2025. Foreign investors must comply with notification requirements and consider review timelines in deal planning.
Hungary's foreign direct investment ("FDI") regimes faced temporary headwinds in 2025, but no lasting regulatory changes ultimately took hold.
Ireland's Screening of Third Country Transactions Act entered into force on January 6, 2025.
Italy's "Golden Power Law" review: Over a decade old, yet continuously expanding its reach.
The Latvian foreign direct investment ("FDI") regime applies to companies of significance to national security, as well as companies owning or possessing critical infrastructure. While the law does not provide a general notification obligation, specific rules establish sectoral FDI regimes for certain corporate mergers and acquisitions ("M&A"), real estate transactions, and gambling companies.
All investments concerning national security are within the scope of review in Lithuania.
Two years after its entry into force, the Luxembourg foreign direct investment ("FDI") screening regime has reached a solid level of maturity, and its requirements are now well understood by market stakeholders. The year 2025 proved to be particularly active and dynamic for M&A transactions in Luxembourg, notably involving targets in the financial sector, with multiple FDI filings submitted.
Malta's foreign direct investment ("FDI") regime regulates specific transactions that must be notified to the authorities and may, in some instances, be subject to screening.
The Middle East continues to welcome foreign investment, subject to licensing approvals and ownership thresholds for certain business sectors or in certain geographical zones.
The Netherlands is set to expand its investment screening regime by extending the general mechanism to more sectors and by introducing additional sector-specific regulations.
Norway's foreign direct investment ("FDI") screening regime is anchored in the Norwegian Security Act (the "Security Act" or the "Act"), which imposes mandatory filing requirements for transactions involving companies designated as security sensitive. The Act also confers wide discretionary authority on Norwegian authorities to review and intervene in transactions involving non-designated companies where national security interests may be at risk.
In 2025, Poland's foreign direct investment ("FDI") regime was made permanent, and responsibility for its enforcement was transferred to the Ministry of Finance and Economy.
In Portugal, transactions involving the acquisition of control over strategic assets by entities residing outside the European Union or the European Economic Area ("EEA") may be subject to foreign direct investment ("FDI") screening.
While far-reaching in its scope, compared with other countries in the European Union, the Romanian foreign direct investment ("FDI") regime is generally perceived as investor-friendly.
The year 2025 was not marked by any major changes in the sphere of regulation of foreign investments in Russia, and the regulator continues to implement the course on strengthening control taken earlier.
The year 2025 continued with the implementation of the course set earlier in 2023 and 2024, with few substantial updates to cybersecurity legislation extending FDI regulation to new fields of business critical for the Slovak Republic.
Since 2020, certain foreign direct investments ("FDI") have been subject to scrutiny in Spain. Additional formalities have since been introduced through developing FDI regulations that entered into force on September 1, 2023. As a result, FDI analysis is becoming increasingly important in the context of investments in Spain.
Entering its third year, Sweden's foreign direct investment ("FDI") Act remains a key consideration in a significant share of transactions involving Swedish companies.
Switzerland is set to introduce its first cross-sector foreign direct investment ("FDI") screening regime. On December 19, 2025, the Swiss Parliament approved the new FDI Act, Investitionsprüfgesetz, establishing a review mechanism focused on foreign state-controlled investors and security-sensitive sectors. The regime is expected to take effect in 2027 at the earliest.
Sustaining economic stability and building on the strong foreign direct investment ("FDI") momentum of 2025, Türkiye continues to prioritize policies that strengthen its position as an attractive and competitive investment hub.
During September and October 2025, the Ukrainian Parliament introduced an updated foreign investment screening framework, marking a significant step toward strengthening national security controls over inbound investments.
Foreign direct investment ("FDI") is permissible in the United Arab Emirates, subject to applicable licensing and ownership conditions.
Foreign direct investment ("FDI") in the United Kingdom is covered by the National Security and Investment Act ("NSIA") 2021 (which equally applies to UK purchasers), and in 2025 the government continued to update information and guidelines concerning the legislation.
Australia's foreign direct investment ("FDI") regime underwent significant changes in 2025, including measures to streamline the process for assessing investment applications. Australia's new mandatory merger clearance regime also commenced January 1, 2026.
China continues to optimize its foreign investment environment by reducing investment restrictions, improving market access, and lowering investment thresholds for listed companies.
The Indian government has liberalized foreign direct investment ("FDI") rules in certain sectors, such as the space sector, in recent years and is laying the groundwork for 100 percent foreign investment in the insurance sector, while maintaining existing restrictions on investments from sensitive jurisdictions. This reflects the government's approach toward foreign investment: welcoming foreign capital where it aligns with India's strategic goals, while continuing to protect core interests.
The Japanese government is expanding the business sectors subject to Japan's foreign direct investment ("FDI") regime, which covers not only investment but also voting and other actions, to secure stable supply chains and mitigate the risk of technology leakage and diversion of commercial technologies into military use.
The Republic of Korea ("Korea") is entering a more security-focused era of foreign direct investment ("FDI") regulation, with proposed amendments to the Foreign Investment Promotion Act ("FIPA") and longer screening processes requiring foreign investors to adopt proactive regulatory planning and heightened compliance.
Significant changes to the New Zealand overseas investment regime were passed into law in December 2025 and came into force on 6 March 2026. A number of these changes have made it considerably simpler and faster for overseas investors to acquire certain classes of New Zealand assets.
Taiwan continues to promote foreign direct investment ("FDI") under a two-track screening mechanism for foreign investors and People's Republic of China ("PRC") investors.
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-like-minded" countries.
Oliver Borgers, Jason Gudofsky, Gideon Kwinter and Erin Keogh (McCarthy Tétrault) authored this publication
Foreign investment into Canada is subject to the Investment Canada Act ("ICA"). The ICA includes an industrial and economic policy regime that imposes a mandatory filing obligation on certain investments, some of which are subject to a review to assess whether they are of "net benefit" to Canada. The ICA also includes a national security regime, which applies more broadly and does not currently impose any filing obligations. The ICA is an act of general application, but includes particular rules for a defined class of cultural businesses.
The Canadian government updated the ICA's Guidelines on the National Security Review of Investments to recognize economic security as an assessment factor in the analysis of potential national security concerns.
Under the ICA's industrial and economic policy regime, foreign investors must make a filing in connection with any acquisition of control of a Canadian business and the establishment of a new Canadian business. An acquisition of control is defined to include an acquisition of greater than 50 percent of the voting interests of a corporation or economic interests of a non-corporate entity, and, in certain cases, an acquisition of one-third or more of the voting interests of a corporation.
Acquisitions of control require either an application for net benefit review or an administrative notification, depending on whether prescribed financial thresholds are exceeded. The establishment of a new Canadian business is subject only to notification. The indirect acquisition of a Canadian business through the acquisition of a foreign non-Canadian parent is typically exempt from net benefit review and generally only requires notification.
The applicable financial threshold for net benefit review depends on the structure of the transaction, the investor's and the target's country of ultimate control and whether the target is a cultural business. For the direct acquisition of a non-cultural Canadian business by a foreign investor ultimately controlled by nationals of a World Trade Organization ("WTO") member state, the 2026 review threshold is an enterprise value of CAD 1.452 billion (US$1.05 billion).
Higher thresholds apply to investors that are parties to certain free trade agreements with Canada. Lower thresholds apply to state-owned enterprises, non-WTO investors and to investments in cultural businesses.
If the relevant financial threshold is exceeded, subject to certain exceptions, approval is required on the basis of whether the investment is of net benefit to Canada, which must generally be obtained pre-closing. Where the applicable financial threshold is not exceeded, only an administrative notification is required, which can be filed up to 30 days after closing.
Under the ICA's national security regime, the government has the power to review on national security grounds both those investments subject to the industrial and economic policy regime and a broader range of investments into entities with operations in Canada, including minority investments. For investments subject only to the national security regime, foreign investors have the option to voluntarily notify the investment either before or after closing in order to benefit from a shorter limitation period, as described below.
Acquisitions of control that exceed prescribed thresholds are subject to net benefit review. Below the threshold, cultural business acquisitions may also be subject to net benefit review where Canada's federal cabinet determines such a review to be in the public interest.
Under the national security regime, the Canadian government has the power to review nearly any investment in an entity with operations in Canada if there are reasonable grounds to believe that the investment could be injurious to national security.
The types of transactions that have been the subject of formal review under the national security lens include those relating to critical minerals, including lithium, satellite technology, telecommunications, computer systems and software, fiber laser technology, social media, surveillance equipment and critical infrastructure, as well as where a non-Canadian investor proposed to build a factory located in close proximity to Canadian Space Agency facilities. Investors from a wide range of jurisdictions, including the US and Europe, have been subject to Canadian national security reviews, but particular scrutiny can be expected for state-owned investors and investors from so-called "non-likeminded" countries.
A net benefit review will focus on the investment's alignment with Canadian industrial policy, including the investment's impact on employment, economic activity, productivity, innovation, competition and the role of Canadians in the business. Net-benefit cultural business reviews will also focus on specific cultural policies. Generally, investors will be required to enter into binding commitments or "undertakings" related to these areas with the Canadian government in order to obtain net-benefit approval.
A national security review will generally focus on the nature of the business to be acquired and the parties involved in the transaction, including the potential for third-party influence. In assessing whether an investment poses a national security risk, the Canadian government has indicated that it will consider factors that focus on the potential effects of the investment on defense, intelligence, sensitive technology and know-how, sensitive personal data, critical minerals and critical infrastructure and supply. The Canadian government will also focus on transactions related to public health or involved in the supply of critical goods and services to Canadians or to the Canadian government.
Where the Canadian government determines that an investment would be injurious to national security, it may deny the investment, ask for undertakings or provide terms or conditions for the investment, similar to mitigation requirements in the US—or, where the investment has already been made, require divestment.
Obtaining approval under a net-benefit review can take anywhere from 45 days to a number of months, depending on the complexity of the investment. In recent years, the length of the average net-benefit review has varied between 69 days and 97 days.
The national security review process can take up to 200 days, or longer with the consent of the investor, from the date an initial filing is made with respect to the investment. The filing of a mandatory application for review or an administrative notification filing, or a voluntary notification under the ICA's national security regime, triggers a 45-day period within which the responsible federal cabinet minister may initiate the national security review process, either by issuing a notice of potential national security review or formally ordering such a review.
If the minister does not take any action within the initial 45-day period, the government's national security jurisdiction expires. For an investment that is subject only to the national security regime, and not the industrial and economic policy regime, and for which a voluntary filing is not made, the minister can initiate the national security review process at any time up to five years following the investment's implementation.
For investments subject to net-benefit review, investors should expect to be required to enter into binding undertakings in order to obtain approval. Investors can establish limits on the commitments they are required to make through the applicable efforts covenants in the transaction agreement.
With respect to the national security regime, the Canadian government can initiate a national security review at any time from when the responsible minister first becomes aware of the transaction until 45 days from when a filing is made under the ICA. Accordingly, where an investment gives rise to national security risks, foreign investors should consider making a pre-closing ICA filing and including a closing condition predicated on obtaining national security clearance in Canada—for example, if the 45-day national security screening period has expired without the minister taking any action or a national security review has otherwise been dispensed with. The investor can also seek to allocate the national security risk through the efforts covenant in the transaction agreement.
In March 2024, the Canadian parliament enacted significant amendments to the ICA through Bill C-34; however, many of the most consequential changes are not yet in force and are expected to be implemented over the course of 2026.
In particular, provisions of Bill C-34, expected to take effect in 2026, will establish a mandatory pre-closing notification obligation for investments of any size in an entity carrying on prescribed business activities, where prescribed indicia of control are satisfied. Key details underpinning this notification obligation, including the business activities to which it will relate, will be provided by regulation. It is expected that the prescribed business activities will align closely with sectors already considered to raise greater national security sensitivities, such as defense, dual-use technology and critical infrastructure.
Other significant amendments to the ICA expected to come into force this year include the power for the federal cabinet to order a net-benefit review of investments by state-owned enterprises that are subject to a mandatory filing obligation but do not exceed the relevant financial threshold and the expansion of the national security regime to explicitly capture partial asset acquisitions.
More generally, over the coming year, Canada's recent trend of more rigorous national security scrutiny is likely to continue, and the responsible minister's expanded ability to accept mitigation under Bill C-34 is likely to result in more investments being cleared subject to conditions.
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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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