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.
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.
Ana Paula Martinez (White & Case) co-authored this publication
Spanish FDI regulations require prior administrative authorization for certain FDIs in Spain that are deemed to affect public order, public safety or public health. The regulations focus on investments that operate in critical sectors or are made by certain investors, subject to specific thresholds.
Exceptionally, in 2024 the Spanish government vetoed the public takeover offer presented by the Hungarian consortium Magyar Vagon to acquire train manufacturer Talgo, based on reports from the National Intelligence Center and national security authorities, which allegedly pointed to links between the consortium and Russia. The decision to block the transaction was justified on the grounds of safeguarding Spain's economic security, territorial cohesion and industrial development, given Talgo's strategic role in the railway sector.
The transaction is currently under judicial review before the Spanish Supreme Court. As of December 2025, the Supreme Court had not issued a final ruling on the merits. However, it ordered the government to submit all documentation and information relied upon to deny the takeover bid launched by Magyar Vagon for Talgo, including materials classified as confidential, with the sole exception of those prepared by the Centro Nacional de Inteligencia ("CNI").
As of that date, there have been no widely reported cases in which the Spanish government has vetoed another major foreign takeover offer comparable to the Magyar Vagon/Talgo transaction on national security or strategic grounds.
The FDI application is generally filed by the legal entity that will invest directly in the Spanish target, although the ultimate investing entity is the one primarily analyzed by the FDI authority in its review process.
The filing must be made through the electronic office of the Ministry of Economy, Trade and Business (the "Ministry").
Among other things, the filing must identify details of the investor and the target, the shareholding structure of the investor, the method by which the investment is being made, the amount of the investment, information on contracts with public entities and sensitive data, and the effective participation of the investor in the target after the transaction.
There is also the option to submit a preliminary opinion, or consultation, in cases where there are doubts about whether a specific transaction is subject to the FDI regime. In that case, the form to be completed by the investor is shorter.
There is no filing fee.
Spanish FDI legislation requires prior administrative authorization for certain foreign direct investments in Spain that are considered to affect public order, public safety or public health.
Foreign direct investments in Spain refer to investments where the investor holds at least 10 percent of the share capital of a Spanish company or acquires control, either fully or partially, over the company as a result of a corporate transaction, legal act or business activity.
The FDI regime applies where an FDI is made by EU or EFTA residents, or where the investment is made by residents of EU or EFTA countries but with ultimate ownership belonging to residents of countries outside the EU and EFTA. Ultimate ownership is deemed to exist if those non-EU/EFTA residents directly or indirectly hold or control more than 25 percent of the equity or voting rights of the investor, or otherwise exercise direct or indirect control over the investor.
In addition, only investments in certain critical sectors fall within the FDI regime, including critical infrastructure, critical and dual-use technologies, supply of fundamental inputs, and sectors with access to sensitive information and the media.
Certain exceptions apply. Investments in Spanish companies with turnover of less than €5 million in the past fiscal year are exempt from prior authorization, with limited exceptions in the energy, communications and raw materials sectors.
The FDI regime is significantly broader when the investor is controlled by the government of a third country outside the EU.
Investments in the defense sector are subject to a separate regime and also require prior administrative authorization. In the past year, intervention in the defense sector has increased due to the sector's growth and its strategic importance.
The regulator's review focuses primarily on the investor's control structure, including whether there is public control, the identity of ultimate beneficiaries, other investments made in Spain or other EU countries, and whether the investor has been subject to administrative or judicial sanctions.
With respect to the target, the regulator considers whether it owns infrastructure included in the National Catalogue of Strategic Infrastructures, whether it supplies an indispensable and nonreplaceable input, whether it collects personal data or data on strategic infrastructure, and whether it is subject to public contracts or public funding.
Regarding the transaction itself, the regulator focuses on how the transaction will be carried out, whether it will result in a change in the target's activity or control structure, and the amount of the investment. Employment following the transaction is also an important factor considered by the FDI authority.
According to the FDI Regulation, the authority must authorize or deny transactions within a maximum period of three months. Lack of response within this period means that the authorization is deemed rejected.
The deadline for clearing FDI requests in Spain is suspended if the competent authority requests additional information from the investor or if mandatory reports from other public administrations are required. The FDI authority may rely on this suspension when the three-month deadline would otherwise not be met.
In practice, the average timeline for FDI approvals is two to three months.
For foreign investors who submit a questionnaire seeking consultation, the authorities have 30 working days to respond, and during this period no application for authorization may be filed.
In practice, the average response time to consultations is approximately one to one and a half months.
In any case, the response time for both authorization and consultation depends on the volume of requests pending before the authority and the level of interest generated by the transaction among the different sectoral ministries that participate in the process.
A useful form of protection for investors is to obtain specific advice on each transaction, given the interpretative flexibility in the application of FDI regulations and the rapid evolution of practice.
Providing the necessary information to the authority in advance may also help avoid additional questions and accelerate the response process.
Due to the recent approval of Spanish FDI regulations and the resulting application of new foreign investment mechanisms, it is unlikely that new substantive measures will be adopted by the competent Spanish authorities in the near term.
However, informally, the Ministry of Economy, Trade and Business appears to have been working for some time on an amendment to the FDI regulations.
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