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 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.
Kevin Gerretz (Ellex Legal) authored this publication
On September 1, 2023, with the Foreign Investment Reliability Assessment Act ("FIRAA") entering into force, an FDI screening mechanism was established in Estonia. 2024 marked the first full year of the new FDI regime. While the number of filings has remained modest, owing to a decrease in capital flows into Estonia and the difficult geopolitical situation in the region, the number of filings is expected to grow gradually as a result of the extended scope of the regime, as well as increased activity in the defense sector.
There were no major changes to the FDI regime in force in Estonia in 2025.
The FIRAA applies to any direct or indirect acquisition of a qualifying holding in, control over, or a part of a target undertaking by a foreign investor, including the undertaking's assets.
A qualifying holding is defined as holding at least 10 percent of shares or at least 10 percent of votes, or giving significant influence over management by other means.
Control is defined as holding the majority of votes represented by shares; the right to appoint or remove the majority of management members; control over the majority of votes pursuant to an agreement entered into with other shareholders; and exercise, or the power to exercise, dominant influence or control.
The term "foreign investor," within the meaning of the FIRAA, includes a natural person who is a national of a third country, in the case of dual nationality, at least one nationality of a third country, or stateless; an undertaking, within the meaning of competition law, established under the laws of a third country; and any undertaking under the control of a natural person or another undertaking specified as a foreign investor. "Third country" is defined as any non-EU country.
The FIRAA provides an exhaustive list of economic sectors and criteria to determine whether the target will be subject to the mandatory FDI review process and approval.
Targets in scope include providers of vital services, such as suppliers of electricity, natural gas, or liquid fuel; providers of data transmission services, payment services, and cash circulation services; providers of district heating and water supply and sewage; and suppliers of medicinal products and food. Also included are all state-owned companies in which the state holds a qualifying holding; producers or suppliers of military or dual-use goods, including foreign suppliers of Estonian government bodies; providers of nationwide TV and radio services, newspapers, magazines and online or print news; railway infrastructure managers, certified operators of aerodromes and heliports; air navigation service providers; and operators of Estonian maritime ports that are a part of the trans-European transport network.
If a transaction is subject to the FIRAA, the law provides for a process of review and approval of the foreign investment to determine whether it may bring about negative effects on the security and public order of Estonia, or any other EU Member State, with regard to the foreign investor's ownership, economic activities or financing, and the economic sector in which the target operates.
The FDI regime is mandatory and suspensory in nature, meaning that if the transaction is subject to review under the FIRAA, the foreign investor must file an application for review and the transaction is subject to a standstill obligation until clearance has been issued by the competent authority, the Consumer Protection and Technical Regulatory Authority.
The filing includes submission of an Estonian filing form and an English Form B notification under the EU's Investment Screening Regulation, together with all relevant annexes, including transaction documents. Only upon submission of a complete filing, at the discretion of the competent authority, is the review process initiated and the clock starts running.
If the foreign investment would otherwise be blocked under the FIRAA, the authority may clear it conditionally, whereby the foreign investor or the target is obligated to offer remedies to avoid risks to the security or public order of Estonia or any other EU Member State, including to divest a certain shareholding in the target or maintain existing service or supply agreements.
The authority may annul an earlier clearance after it has been issued on certain grounds, including where the investor does not comply with conditions specified in the decision, in case of a conditional clearance, or the investor has submitted false or misleading information or documents that constituted a decisive factor for the clearance. Upon annulment, the foreign investor or the target is required to immediately reverse the transaction by returning to the initial state of affairs to the maximum extent possible.
The process can take up to 180 calendar days from the date of submission of a complete application to the authority. By default, the authority is required to adopt a decision within 30 calendar days from the submission of a complete application. Based on statistics published by the competent authority, as of 2024, the average review process for a no-issues filing is 24 calendar days.
The process may be extended once by up to 90 calendar days where this is necessary for the assessment of the foreign investment's impact, or where another EU Member State or the European Commission intends to provide comments on the foreign investment under the Investment Screening Regulation. Furthermore, where clearance can be given only conditionally, the authority may extend the above deadlines by up to 60 calendar days for discussions on remedies.
Where a transaction gives rise to the risk of being subject to FDI review and approval in Estonia, non-EU investors should consider filing the application with the authority at least 30 calendar days before the planned closing. It is important that all required information is included in the filing, as incomplete filings do not start the clock.
For a foreign investment that risks having an adverse effect on the security and public order of either Estonia or another EU Member State, such as an investment into the defense sector or originating from a high-risk country, the application should be filed earlier to account for the potential extension of the review process up to a total of 180 calendar days.
Foreign investors should be particularly mindful of a possible Estonian FDI filing whenever a target deals in dual-use or military goods and has activities or turnover in Estonia. Given the ambiguous wording of the Estonian FDI regulation, a filing in Estonia may be triggered where dual-use or military goods are produced or supplied, or where technical assistance with respect to these goods is provided, in Estonia or into Estonia, including by a non-Estonian entity.
Looking ahead, the number of transactions caught by the regime is expected to increase, including as a result of the extended scope of the regime. Increased activity in the Estonian defense sector, where a number of ambitious startups have emerged and may seek foreign investment, coupled with the Estonian state's increasing defense expenditure directed, among others, to new suppliers, may also contribute to the number of FDI filings in Estonia.
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