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.
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.
Valentyna Hvozd, Oleksandr Nagorny and Anna Lysiuchenko (Sayenko Kharenko) and Anastasia Bodnar (White & Case LLP) authored this publication
Ukraine continues advancing toward the establishment of a foreign direct investment ("FDI") screening regime, with the stated objective of aligning its approach with the EU framework. At this early stage, two draft laws governing FDI screening have been registered; however, both remain at an initial legislative phase and are likely to be subject to material amendments as parliamentary review progresses.
Ukraine's FDI screening landscape underwent a notable shift in 2025. The most significant development was the registration on September 22, 2025, of Draft Law No. 14062, On the Screening of Foreign Direct Investments, which proposes the introduction of Ukraine's first mandatory FDI screening regime. The draft targets investments in sectors considered sensitive from a national security perspective, including critical infrastructure, extraction of strategic minerals, and defense and dual-use industries.
In its current form, Draft Law No. 14062 envisages a mandatory pre-closing screening mechanism and provides a structured framework for assessing foreign investments. It defines the categories of investors and transactions subject to screening, establishes notification thresholds linked to the acquisition of control or significant influence. In addition, in October 2025 an alternative Draft Law No. 14062-1 was registered. While pursuing broadly similar policy objectives, this draft proposes different institutional arrangements and procedural solutions for conducting FDI screening. The coexistence of two parallel legislative proposals underscores that the framework remains at an early stage of development and is likely to evolve through further parliamentary debate and refinement.
Significant FDI screening step took place in January 2026, when an inter-agency commission under the Cabinet of Ministers of Ukraine was created. It will be co-chaired by the Minister of Economy, Environment and Agriculture and the First Deputy Secretary of the National Security and Defence Council. The body will assess transactions affecting national security, align procedures with EU standards, and introduce a formal review mechanism for sensitive sectors.
Taken together, these initiatives reflect Ukraine's strategic intention to establish a comprehensive FDI screening regime aligned with contemporary European practice. Although the final shape of the regime remains uncertain at this stage, the direction of travel is clear. Ukraine is moving toward a structured, mandatory and security-driven system for reviewing foreign investments, broadly convergent with the EU approach.
The anticipated Ukrainian FDI screening regime is expected to apply broadly to foreign investors. In particular, it will cover:
Taken together, these categories are designed to ensure comprehensive coverage of foreign investment, capturing both private and state-backed capital irrespective of the investor's legal form, ownership structure or jurisdiction of origin.
Under the draft Ukrainian FDI screening legislation, review is not limited to traditional share acquisitions. Instead, it extends to a wide range of transactions through which a foreign investor may obtain decisive influence over a "screening entity" or its key assets. The proposed regime therefore adopts a substance-over-form approach, focusing on the degree of influence obtained rather than the legal structure of the transaction.
In particular, screening may be triggered by direct investments into a screening entity, as well as by qualifying investments resulting in the acquisition or establishment of decisive influence. This includes transactions conferring governance or veto rights, such as the right to appoint or remove key management or to block strategic business decisions. The regime also captures significant asset transactions, where a foreign investor acquires ownership of, or usage rights over, core assets of a screening entity that meet the applicable statutory value thresholds.
In addition, the draft legislation extends screening to transactions involving "strategic" land. This includes the acquisition of ownership of, or use rights over land plots used, or intended to be used, by screening entities operating in sectors subject to mandatory screening, such as defense, energy, transport or other security-sensitive areas. Finally, the scope of review is framed broadly enough to encompass other arrangements that grant decisive influence over a screening entity's business, even where such arrangements do not fall neatly within the enumerated transaction categories.
Collectively, these provisions reflect an expansive approach designed to prevent circumvention and ensure that all transactions capable of affecting national security interests are subject to review.
The proposed screening regime would apply to transactions involving direct foreign investments into screening entities operating in sectors considered sensitive from a national security perspective. These include operators of critical infrastructure, such as natural gas pipeline operators, electricity transmission and distribution system operators, and large water suppliers. The regime would also extend to subsoil users engaged in the extraction of strategic minerals, including uranium, lithium, tantalum, nickel, copper, titanium and zirconium.
In addition, the scope of screening would encompass companies active in the defense and dual-use goods sectors. This includes entities involved in the development, production, repair, export or import of defense and dual-use goods, as well as the provision of related services. In practice, this category may capture both state-owned enterprises, such as those within the Ukroboronprom group, and private defense manufacturers, as well as importers of dual-use electronics, equipment and technologies.
At the same time, it should be noted that the current drafts remain at an early stage of the legislative process. Substantial revisions may be introduced before final adoption, potentially affecting both the definition of sensitive sectors and the overall scope of transactions subject to review. As a result, while the direction of travel is clear, the precise contours of the Ukrainian FDI screening regime will only become apparent as the legislative process progresses.
Under the current draft Ukrainian FDI screening legislation, the review timeline is structured around a single, consolidated review period of up to 90 calendar days from the date the filing is formally accepted for consideration. The 60-day completeness check is envisaged as part of this overall period, rather than as a separate preliminary stage extending the total review timeline.
Within this 90-day period, the authority will first assess the completeness of the FDI notification, a process that may take up to 60 days. If deficiencies are identified, the foreign investor will be granted up to 20 days to remedy them; failing this, the submission will remain unprocessed. Once the filing is deemed complete, the authority may request information or opinions from other state bodies. Such requests must be made within 30 days, and the relevant authorities are required to respond within a further 30 days. The investor is notified within five working days, whether the authority has decided to initiate substantive screening or has found no grounds to proceed.
While the draft framework provides a relatively clear outline of the procedural steps and indicative timelines, these provisions remain subject to further legislative refinement. Until one of the proposed draft laws is formally adopted, the practical operation of the review process and the exact duration of each stage remain uncertain and may evolve during parliamentary consideration.
Although the Ukrainian FDI screening regime has not yet entered into force and its final contours remain subject to legislative change, foreign investors can already take practical steps to mitigate future regulatory risk. Investors should closely monitor legislative developments and any emerging guidance to identify transactions likely to fall within the scope of screening, including investments involving critical infrastructure, defense and dual-use activities, or strategic minerals. This forward-looking assessment can help ensure that current and planned investments are structured in a manner compatible with the forthcoming regime.
In parallel, investors are well advised to map their Ukrainian footprint at an early stage. This exercise should encompass corporate structures, ownership and governance arrangements, key assets, licenses, land use rights, sensitive contracts and access to critical or protected data. Having a clear and up-to-date overview of these elements will enable investors to assess exposure more accurately and to respond efficiently should notification or information requests arise.
In practice, such early preparation can reduce clearance risk, avoid unnecessary delays and enhance deal certainty once the Ukrainian FDI screening framework becomes operational.
At this stage, it remains uncertain when the draft Ukrainian FDI screening legislation will be submitted for first reading in Parliament or what amendments may be introduced as the legislative process progresses. Even following adoption, the regime will only enter into force six months after official publication of the relevant law. As a result, the timeline for the framework to become fully operational remains unclear.
The draft legislation may also undergo substantial revisions prior to final adoption, potentially affecting both the scope of transactions subject to review and the applicable procedural timelines. In practice, the legislative process could advance relatively quickly, or, alternatively, extend over a year or longer, depending on parliamentary priorities, political dynamics and broader external factors.
Notwithstanding this uncertainty, the strategic direction is clear. Ukraine is aligning itself with global and European trends by placing national security considerations at the center of its foreign investment policy. While the precise mechanics of the regime will ultimately depend on the final legislative text adopted by Parliament, the move towards a structured, mandatory and security-driven FDI screening framework appears irreversible.
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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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