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.
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.
Ana Mihaljević (Schönherr Attorneys at Law) authored this publication
Croatia is among the last EU Member States to introduce an FDI screening regime. While the new regulation entered into force on November 13, 2025, the FDI screening regime will not be fully operational until the implementing regulations are enacted.
Foreign investors or obliged entities are required to notify foreign investment into an obliged entity if specific criteria are met.
A foreign investor is defined as any individual or an entity from a non-EU or non-European Economic Area ("non-EEA") country; any Croatian or EU/EEA entity directly or indirectly controlled by a foreign investor; and any investment migration intermediary that directly or indirectly makes an investment into an obliged entity.
An obliged entity is defined as any company registered in Croatia, having a permanent establishment in Croatia, or to be incorporated (i.e., a greenfield investment) in Croatia in connection with the foreign investment, and whose activities may affect national or EU security or public order.
The following types of transactions by foreign investors are covered by the Croatian FDI Screening Rules: any direct or indirect investment in an obliged entity through which a foreign investor acquires, increases or decreases a qualified holding (i.e., 10 percent or more of capital, voting or property rights), or obtains control over that entity for the purpose of carrying out an economic activity or the economic exploitation of a public or other asset in the Republic of Croatia. Internal corporate group reorganizations require a case-by-case assessment to identify any potential notification obligations.
The Ministry of Finance has broad discretion to "call in" foreign investments for screening in cases prescribed by Article 16 of the Act, while the Act does not provide for any possibility of voluntary (ex ante) notification. This leaves investors without a mechanism to obtain upfront legal certainty and exposed to the risk of later-stage ex officio intervention.
The Act also applies to foreign investments made before its entry into force. Such retroactive screenings must be carried out by the authority within three years from the date the Act entered into force and only in cases in which foreign investments are determined to adversely affect national security and public order in Croatia and/or the EU. The Act does not specify the temporal scope for retroactive assessments, lacks procedural guidance on how such reviews should be conducted, and does not define the criteria for evaluating what constitutes a negative impact on national security and public order.
The final decision of the Ministry of Finance on approving or prohibiting a foreign investment depends on the opinion issued by the FDI Committee.
In issuing its opinion, the Committee must assess the risk of negative impacts from a foreign investment, taking into account whether the investor is under the control of a third-country public authority, already involved in activities affecting security or public order, or engaged in unlawful activities. It must consider input from the European Commission, Member States and relevant expert assessments or other information, as well as the Commission's opinion on the investment's effect on EU projects or programs.
The Committee is required to verify whether the investor or related persons are subject to restrictive measures or listed on sanction lists, or whether there is reason to suspect they should be. It must also assess the reputation of the foreign investor and its responsible individuals and consider government acts regarding strategic planning for the resilience of critical entities, national critical infrastructure risk assessments, medium-term strategic planning, and national cyber crisis management programs.
The foreign investor and/or the obliged entity must notify the Ministry of Finance before completing a foreign investment that meets the qualifying holding or control thresholds.
Upon receiving a notification, the Ministry of Finance will conduct an administrative review of the application to verify its completeness and eligibility within 30 days of submission. This period may be extended to 60 days in certain cases.
Complete notifications will be forwarded to the FDI Committee and the National Contact Point to activate the cooperation mechanism under the EU FDI Screening Regulation. The FDI Committee must prepare and adopt an opinion on the investment's impact on security and public order within 90 days of receiving a complete notification. This period may be extended by 30 days if additional information or verifications are required. The opinion will serve as the basis for the final decision issued by the Ministry of Finance.
The final decision on the foreign investment must be issued within an overall limit of 120 days from the filing of a complete notification, or 150 days in exceptional cases.
During the transitional period, legal and deal uncertainty is expected, particularly due to the six-month designation period for obliged entities and the forthcoming implementing regulations. The open-ended ex officio call-in power exposes investors to retroactive scrutiny, complicating risk allocation and deal structuring. As a first step, it is important to carefully assess whether an investment qualifies as a foreign investment and whether the investor qualifies as a foreign investor.
Parties should also anticipate longer timelines, ensure robust information rights and adopt flexible deal structures to manage potential intervention and retroactive review. Investors should bear in mind that a standstill obligation applies, as no registration of relevant changes with the competent authorities will be possible absent a decision approving the foreign investment issued by the Ministry of Finance. Where a breach is identified, the Ministry of Finance may withdraw its approval and order divestment within nine months, with an exceptional extension possible upon a reasoned request. During the divestment period, the investor's associated rights will be restricted. These measures also apply in cases of failure to notify. Decisions are subject to judicial review before the High Administrative Court of Croatia.
The new FDI Screening Act addresses Croatia's longstanding gap in FDI controls, aligns the national regime with the EU framework, and establishes procedures for reviewing sensitive transactions. However, full implementation remains pending. Two implementing regulations, one defining designation criteria and another setting out procedural rules and required documentation, have yet to be adopted. As a result, the regime is realistically expected to become fully operational in the second half of 2026.
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