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.
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.
The Bureau du Contrôle des Investissements Étrangers en France (the "CIEF") of the Ministry of Economy's (the "MoE") Treasury Directorate is responsible for FDI review in France. Although FDI screening remains mainly confidential in France, the MoE is working to make the process more transparent in order to increase predictability for foreign investors. As part of this effort, it published an initial set of guidelines in 2022, which were subsequently updated in July 2025. At this stage, no major reforms to the existing FDI screening laws and regulations are expected. However, the forthcoming new EU FDI Regulation may have an impact on the French regime and could lead to certain adjustments in the future. The Minister of Economy has also launched an evaluation of the current framework to assess the need for potential changes to the system.
The foreign investor files a mandatory request for prior authorization online. The filing includes information listed in the 2019 Ministerial Order regarding the investor, including its structure, the composition of its board of directors, its activities and a list of its French and foreign competitors. The filing also includes information regarding the target, including a list of its French competitors and competitors operating in the EU, a list of its French clients, a list of intellectual property such as patents, trademarks and licenses held or used, and information regarding the investment, including the amount, structure and strategies.
The transactions captured by the French FDI screening rules include acquisitions by a foreign investor, meaning a non-French investor or a French investor not domiciled in France, of a direct or indirect controlling interest in a French entity, or the whole or part of a branch of activity of a French entity.
Acquisitions by a non-EU/European Economic Area ("EEA") investor, acting alone or in concert with others, of more than 25 percent of voting rights of a French entity, whether made directly or indirectly, are also captured. Decree No. 2020-892 of July 22, 2020 lowered this voting rights threshold to 10 percent for investments in French listed companies. This measure, which was initially temporary, has been retained by the MoE on a permanent basis.
FDI review is triggered only where the target conducts sensitive activities, as listed in the French Monetary and Financial Code. These include defense and security; public health; major utilities; critical infrastructure such as energy, telecoms, transportation and water supply; extraction and processing of critical raw materials; research and development in critical technologies; and activities relevant to food security.
The MoE review is mandatory and suspensory. Therefore, the parties must wait for the MoE decision before completing and implementing the transaction.
The MoE examines whether the investment may affect public order, public safety or national security. Other ministries interested in the investment are consulted. The MoE may clear the transaction with conditions such as continuity of supply of the sensitive activities, maintaining sufficient capacities and intellectual property rights in France to keep supplying those activities, or a duty to report to French authorities. In exceptional cases, the MoE may also impose the divestment of the sensitive activities.
Follow-up questions are customary. The guidelines formalize the possibility of holding informal exchanges with the MoE, both for the target and the investor, to clarify the purpose of the investment prior to notification.
Any transaction that closes without the MoE's authorization is null and void. To remedy such a situation, the MoE can order the investor to file for prior authorization. In case of a breach of FDI screening rules, the MoE has the power to take interim measures to suspend the investor's voting rights in the target; prohibit or limit the distribution of dividends to the foreign investor; temporarily suspend, restrict or prohibit the free disposal of all or part of the assets related to the sensitive activities carried out by the target; and appoint a temporary representative within the company to ensure the preservation of national interests.
The MoE may also impose financial sanctions of up to twice the value of the investment, 10 percent of the annual turnover of the target, or €1 million for natural persons or €5 million for legal entities. More generally, according to Articles 458 and 459 of the French Customs Code, any infringement of FDI screening requirements may be subject to criminal penalties of up to five years imprisonment, confiscation of property and assets, and a criminal fine.
The guidelines specify that the amount of the penalty will depend on the context and the behavior of the investor. The guidelines also provide that if the authorization is granted following omission or fraud, the MoE can withdraw its authorization at any time.
Following a conditional clearance, if an investor fails to comply with the commitments, the MoE can withdraw the clearance or oblige the investor to comply with the initial or new commitments. The sanctions listed above also apply.
The MoE has 30 business days, subject to a stop-the-clock mechanism in the event of questions and answers, to determine whether the transaction falls outside the scope of review, is unconditionally cleared or requires further analysis.
When further analysis is required and mitigating conditions are necessary, the MoE has an additional period of 45 business days to provide the investor with its final decision, either clearance with conditions or refusal of the investment. In practice, the process can last approximately three months. In the absence of a response from the MoE within the stated time limit, the application is deemed to be rejected.
Decree No. 2020-892 of July 22, 2020 introduced a fast-track procedure for investments by non-EU/EEA investors in French listed companies exceeding a 10 percent threshold in voting rights. This procedure has now been permanently incorporated into Article R. 151-5 of the French Monetary and Financial Code. Under this framework, the investor must submit a short notification and, unless the MoE objects, the authorization is deemed granted within 10 days of submission.
Although the FDI rules do not provide for a fast-track process or exemption for restructuring transactions, unlike merger control regulations, the MoE applies a pragmatic approach and offers an accelerated review process in these cases. In 2024, the average processing time for transactions involving companies subject to insolvency proceedings was around 20 business days, significantly shorter than the standard timeframe of 30 business days for Phase I.
Foreign investors must anticipate foreign investment control issues before planning and negotiating transactions. Responsibility for filing lies primarily with the buyer and, if the transaction reaches the thresholds, prior clearance by the MoE should be a condition of the transaction, including a break-up fee or opt-out clause in case it is impossible to fulfill the demands of the MoE.
The guidelines specify that it is possible to seek a letter of comfort when the transaction is only an investment project if the parties prove their intentions to invest. In this case, the MoE has two months to respond.
Preliminary informal contacts with French authorities may also be advisable to determine the impact on the timeline. The seller's cooperation in the preparation and review of the filing remains important.
Conditions remain customary and are expected to persist in 2026. For context, in 2024, of the 182 authorized investments, 54 percent were subject to conditions, with a total of 99 investments approved under remedies.
Among the authorized transactions, 26 percent involved the defense and security sector, which is considered inherently sensitive; 52 percent related to critical infrastructure, goods, and services; and 21 percent concerned mixed sectors encompassing both defense and security and critical infrastructures.
With all EU Member States having implemented or currently in the process of implementing an FDI screening mechanism, and in light of the upcoming EU FDI Regulation, the MoE is likely to continue and further strengthen its cooperation with other EU authorities under the EU cooperation mechanism.
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