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.
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.
Georgiana Bădescu, Cristiana Manea, Sabina Aionesei and Teodora Burduja (Schönherr Attorneys at Law) authored this publication
Under the Romanian FDI regime, a mandatory filing obligation is triggered by a change of control or effective participation in the management of a target with a local presence, involving an EU or a non-EU investor, in a sensitive sector and exceeding €2 million. Transactions in genuinely critical sectors below the threshold are subject to voluntary filings, and Romanian authorities encourage proactive filings.
Guidelines issued on the basis of Art. 3 para. (5) of the EGO 46 (the "FDI Guidelines") provided much-needed clarity on the determination of investment value for the purpose of the €2 million de minimis threshold.
The obligation to submit the FDI filing in Romania rests with the investor acquiring control or the right to effectively participate in the management of the target. In the case of mergers or other joint transactions, the filing requirement applies to all merging entities as well as to all parties acquiring joint control.
In determining whether the investor is EU- or non-EU-based, the authority looks at the ultimate controlling entity of the acquirer rather than at the direct acquirer itself. Thus, not only the nationality of the immediate acquirer (i.e., the party to the transaction documents) but also the parent company is relevant. The screening process also applies to public companies, state-owned entities and sovereign wealth funds, with no separate rules or exemptions.
Filing is submitted to the Romanian Competition Council to conduct a preliminary review for completeness, for the attention of the FDI Screening Commission, which is in charge of the substantive review.
Several types of deals are subject to filing if the other requirements, including the sensitive sector and de minimis threshold criteria, are also met.
Investors acquiring control or otherwise gaining the right to effectively participate in the management of the target fall under the Romanian FDI regime. As long as the investor effectively participates in the management, the shareholding percentage that it acquires is irrelevant. At a minimum, effective participation may include obtaining an observer seat on the target's board and thereby gaining access to commercially sensitive information.
While acquisitions of minority stakes are generally not subject to screening, filing may still be required if the investor acquires minority rights that enable it to appoint board members or executive committee members, or to access commercially sensitive information of the local target, amounting to effective participation in management.
These include also internal restructurings consisting of the insertion of a non-EU entity anywhere in the ownership chain of a target with a local presence in Romania, without any change of control, and new or greenfield investments consisting of launching a new business activity; expanding the capacity of an existing business; diversifying an enterprise's output into products not previously manufactured; or fundamentally changing the overall production process of an existing business.
Portfolio investments and purely passive minority shareholdings that do not trigger appointment rights are exempt.
Transactions in the following sectors are reviewable from a national security perspective: security of citizens and communities; border security; energy security; transportation security; supply systems for the security of vital resources; critical infrastructure security; security of information and communication systems; security of financial, tax, banking and insurance activities; production and distribution of weapons, ammunition, explosives and toxic substances; industrial security; protection against disasters; protection of agriculture and the environment; and protection of the privatization of state-owned companies or their management teams. These sectors are assessed alongside the sensitive areas identified under the EU FDI Regulation, namely critical infrastructure; critical technologies and dual-use items; essential inputs; access to sensitive information; and safeguarding media freedom and pluralism.
Special transparency rules apply in the media and the telecommunications sector.
The FDI review assesses any potential impact of the proposed transaction on national security, public order and projects of European interest. However, the exact scope of the review and the parameters under which the assessment is conducted largely remain unclear, as there is no explicit legal threshold for prohibiting a deal or investment under the regime.
The Romanian regime remains investor-friendly. From its entry into force to date, the majority of cases have been cleared during Phase 1 reviews (no-issue cases). Prohibition decisions and conditional clearances have not been published due to state secrecy rules that allow full redaction of sensitive documents from a national security perspective.
In its practice to date, the FDI Screening Commission has claimed broad jurisdiction, particularly under the "security of citizens and communities" sector and, until further secondary legislation is adopted to refine the scope of the regime, is likely to continue doing so.
Clearance decisions are generally published in redacted form; however, they still serve as a useful tool to clarify the jurisdictional test for particular transaction structures, especially internal restructurings.
The statutory review timeline for a non-problematic deal is 135 calendar days for non-EU investors and 70 calendar days for EU investors. In practice, the end-to-end process from filing to clearance takes approximately two to two and a half months for EU or Romanian investors and about three months for non-EU investors.
Requests for information theoretically stop the clock, although in practice the overall timeline does not appear to be significantly affected by one or two such requests.
The EU Cooperation Mechanism is generally initiated for non-EU investments. However, the clock is not stopped, and the national review is performed in parallel with any input received through the EU mechanism. Details about the proposed investments are routinely shared through the EU Screening Cooperation Mechanism.
If the FDI Screening Commission is of the view that a deal or an investment is likely to pose national security risks, then they will initiate a Phase 2 or an in-depth review, by referring the case to the Supreme Council of National Defense (CSAT) for a binding opinion. Under statutory rules, CSAT has 90 days to issue a binding opinion, either to clear the deal based on the results of the in-depth review, to impose conditions or prohibit it altogether. In practice, this timeline can be, and is generally, extended. If CSAT's opinion is to impose conditions or prohibit the deal, the conditional clearance or the prohibition will be adopted under a decision of the Romanian government.
Risks for gun-jumping or failure to notify in Romania are rather significant: fines of up to 10 percent of the investor's worldwide turnover and the transaction being declared null and void with retroactive effect, affecting ownership of shares or the investment. Accordingly, proactive compliance and careful assessment of transactions with a nexus to Romania are advisable.
If a Romanian FDI filing is triggered, investors should seek adequate contractual protection, including a long-stop date to secure clearance and provisions addressing indemnities or conditional approval.
Conducting a risk assessment before filing, factoring in past investigations or in-depth reviews involving the investor, group companies or the target, as well as potential ties to sanctioned countries or entities and the source of funding, is also crucial to anticipate concerns of the Romanian authorities and assess whether the transaction may enter a Phase 2 process. To date, only a small number of deals have undergone Phase 2 review, and only five out of several hundred notified transactions have been prohibited or otherwise withdrawn.
Filings should be as complete and thorough as possible to minimize requests for additional information.
Once submitted, maintaining open communication with authorities can help address potential issues proactively.
Lastly, a negative decision may be challenged before the competent courts.
According to the authority, around 600 notifications were filed in 2025. Of these, only 10% of cases were flagged as potentially problematic and 25 went on to a detailed Phase II review; in total, 12 cases were cleared with conditions, with all the rest being cleared unconditionally.
Looking ahead in 2026, the Romanian FDI regime is expected to continue consolidating following much anticipated amendments to the FDI Act, which are already in draft form, awaiting final adoption. The new regime introduces several noteworthy changes: the following are considered the most significant and are expected to be implemented largely as proposed.
Other noteworthy procedural changes would be as follows:
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