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.
China continues to optimize its foreign investment environment by reducing investment restrictions, improving market access, and lowering investment thresholds for listed companies.
In China, the Foreign Investment Law ("FIL") and its implementation regulations create the framework for the foreign investment security review ("FISR") system. The Measures for Security Review of Foreign Investments further develop the scope of FISR. Nonetheless, the FISR measures describe the targeted sectors in broad strokes, leaving substantial room for further interpretation and clarification.
If a transaction falls within the scope of FISR, either the foreign investor or the Chinese party must file an application with the FISR office of the National Development and Reform Commission before the start of the transaction to meet regulatory filing requirements. If the parties fail to file an FISR application and commence a transaction, and the FISR office later determines that the transaction is within the scope of FISR, the FISR office has the authority to require the filing parties to suspend the transaction and submit an FISR application.
In practice, various regulatory authorities closely cooperate in monitoring foreign investment activities in China. For example, if an antitrust filing is required for a transaction and the transaction is likely to fall within the scope of FISR, the antitrust regulatory authority may share relevant information about the transaction with the FISR office for further review and clearance before processing the antitrust filing. Based on its review of the relevant information, the FISR office may notify one of the parties to the transaction to submit an FISR application.
Under the FISR measures, the FISR office has the authority to review a broad range of direct and indirect investment activities conducted by foreign investors. These include greenfield investments to initiate a new project or establish a new enterprise in China, either independently or jointly with other investors.
Investments involving the acquisition of equity interest or assets of an enterprise in China can also be reviewed. This category covers transactions between two foreign parties involving the indirect acquisition of equity interests or assets of a Chinese enterprise, such as share transfers at the shareholder level outside China.
The FISR office can also review investments in China through other structures. This category is broadly defined to give the regulator significant flexibility in interpretation, and foreign investments through a variable interest vehicle, as well as public offerings of Chinese enterprises through mergers with special purpose acquisition companies ("SPACs"), such as de-SPAC transactions, are likely to fall into this category.
Given the broad definition of foreign investments, foreign investors should carefully evaluate transactions before proceeding to avoid FISR compliance risks.
A foreign investment transaction is subject to FISR if it involves sectors related to national defense and security, such as arms and arms-related industries, or geographic locations in close proximity to military facilities or defense-related industrial facilities; or if it involves sectors significant to national security, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transportation services, cultural products and services, information technology and internet products and services, financial services and key technologies, and results in foreign investors obtaining "actual control" of the target enterprise.
Foreign investors will be deemed to have "actual control" over a target enterprise if they hold more than 50 percent of the equity interest in the enterprise. Even if foreign investors hold less than 50 percent of the equity interest, they may still exert significant influence at the shareholder or board level by virtue of voting rights or other circumstances that allow them to influence operational decision-making, personnel, finance, and technology.
In addition, although not explicitly stipulated under relevant laws and regulations, the FISR office may consider the following factors in reviewing the FISR applications in practice: whether the foreign investor is directly or indirectly connected to a foreign government or a political party of a foreign country; whether the Chinese enterprise involved has customers that are state-owned enterprises or entities in the military, defense, financial, transportation or public utilities sectors; whether the products or services provided by the Chinese enterprise are otherwise readily available in the Chinese market; and whether the Chinese enterprise has access to important customer data or collects any personal data within China.
The FISR measures provide a typical timeline and process for the FISR review of a transaction. Upon receipt of an application, the FISR office will make a preliminary decision on whether a transaction is subject to general review within 15 working days.
If the FISR office decides at the conclusion of the preliminary review that a transaction should be subject to general review, it will conduct and complete the general review within 30 working days of the date of that decision.
If the FISR office determines at the conclusion of the general review that a transaction should be subject to special review, it will conduct and complete the special review within 60 working days. Under special circumstances, the FISR office may extend the special review at its discretion and will inform the applicants in writing. The FISR office will issue its final decision after the completion of the special review.
During the FISR office's review, parties to a transaction are prohibited from proceeding with a transaction. In other words, the FISR must be completed prior to the closing of a transaction.
Foreign investors should remain mindful of legislative and enforcement developments related to China's FISR regime and pay special attention to transactions that may fall within industries more likely to trigger FISR concerns.
Foreign investors should exercise caution when completing acquisitions before obtaining FISR approval, as they may be required to divest acquired equity interests or assets in China if the transaction ultimately fails to receive FISR approval.
Given enforcement uncertainties and the broad scope of covered industries, foreign investors considering investments in sensitive sectors may wish to conduct a comprehensive pre-transaction analysis to mitigate compliance risks.
Foreign investors may also consider scheduling pre-application consultations with officials from the FISR office to assess FISR risk before commencing the formal application process and reduce transaction uncertainty.
China has promulgated a broad and detailed set of laws and regulations to establish its FISR regime, and the broad language in certain provisions of the FIL and the FISR measures leaves room for regulatory interpretation and clarification regarding the operation of the FISR system. Given the current and rapidly evolving geopolitical environment, China is likely to continue promulgating additional rules to strengthen FISR implementation.
At the same time, in light of the issuance of recent guidelines, further implementing regulations and rules are expected to be introduced to optimize China's foreign investment environment. These may include measures to improve the quality of foreign capital utilization, guarantee national treatment for foreign-invested enterprises, strengthen the protection of foreign investment, enhance the facilitation of investment and operations, and increase fiscal and tax support.
1 Notice of the General Office of the State Council on Forwarding the Ministry of Commerce and the National Development and Reform Commission's "2025 Action Plan for Stabilizing Foreign Investment" (国务院办公厅关于转发商务部、国家发展改革委《2025年稳外资行动方案》的通知), General Office of the State Council, Feb. 19, 2025 (国办函〔2025〕16号).
2 Notice on Implementing Several Measures to Encourage Foreign-Invested Enterprises to Reinvest Domestically (关于实施鼓励外商投资企业境内再投资若干措施的通知), National Development and Reform Commission et al., July 18, 2025 (发改外资〔2025〕928号).
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