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Foreign direct investment reviews 2025: A global perspective

What's inside

Understanding the ever-evolving global FDI landscape is crucial amid growing regulatory complexities in cross-border transactions and increased geopolitical tensions.

Introduction

Now a full decade in publication, White & Case's 2025 Foreign Direct Investment Reviews continues to provide a comprehensive look at foreign direct investment (FDI) laws and regulations across various countries and regions worldwide.

In this edition, we continue to offer key datapoints that can help inform parties and their advisors as they evaluate the new set of challenges presented by FDI screening requirements in cross-border transactions that span multiple countries.

FDI screening is continuously evolving, in fact, maturing. It is imperative to stay on top of the FDI requirements as transactions—be it mergers and acquisitions, investments, public equity offerings, or financial restructurings—are negotiated. Understanding the challenges, the potential remedies that could be required for approval and the proper allocation of FDI risk are key ingredients in avoiding unpleasant surprises related to timing, certainty and business plan execution.

With a new administration in the United States, a renewed US commitment to open foreign investment from allied countries, increased EU FDI cooperation, and the new geo-political lines and balances that are being drawn, the dynamics around FDI screening will be a driving consideration in the selection of investors in cross-border transactions. We continue to believe that most cross-border transactions will be successfully consummated in 2025, but understanding the evolving risks around FDI considerations will be critical.

Americas

Canada

The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-likeminded" countries.

canada fdi 2022

Mexico

Foreign direct investments, whether undertaken directly or indirectly, are generally allowed without restrictions or without the need to obtain prior authorization from an administrative agency.

mexico fdi 2022

United States

In the US, most FDI deals are approved without mitigation, but the landscape is evolving based on a combination of expanded jurisdiction and authorities, mandatory filings applying in certain cases, enhanced focus on a broad array of national security considerations, increased rates of mitigation, further attention to monitoring, compliance and enforcement, and a substantially increased pursuit of non-notified transactions.

United States of America

EMEA

European Union

The European Commission continues to be a driver of FDI screening across the EU, with Member States now moving toward coordinated enforcement.

european union fdi 2022

Austria

The wide scope, low trigger thresholds and extensive interpretation of the Austrian FDI regime require a thorough assessment and proactive planning of the M&A process.

austria fdi 2022

Belgium

The Belgian FDI screening regime entered into force in July 2023. Investors and authorities alike are still coming to grips with the regime and the limited guidelines that help parties navigate it.

Belgium

Bulgaria

In 2024, Bulgaria established an FDI screening mechanism. Foreign investors' obligation to file for investment clearance did not become effective in 2024, but this should change soon.

Bulgaria

Czech Republic

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.

czech republic fdi 2022

Denmark

The scope of the Danish FDI regime is comprehensive, and requires a careful assessment of investments and agreements involving Danish companies.

Denmark

Estonia

Estonia's FDI screening mechanism closed its first effective year in 2024.

estonia fdi 2022

Finland

FDI deals are generally not blocked in Finland, but the government is able to monitor and, if necessary, restrict foreign investment.

10_finland_square_800x800_0.jpg

France

French 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.

france fdi 2022

Germany

Following numerous amendments over the past years, Germany's FDI review continued in full swing in 2024, with further significant updates expected in the coming years.

Germany

Hungary

Hungarian FDI regulation stands as a rock amid global economic storms, although there were few major changes in 2024.

hungary fdi 2022

Ireland

Ireland's Screening of Third Country Transactions Act entered into force on January 6, 2025.

ireland fdi 2022

Italy

Italy's "Golden Power Law" review more tan ten years old and continuously expanding its reach.

Italy

Latvia

The law in Latvia provides for sectoral FDI regimes for specific corporate M&A, real estate dealings and gambling companies.

Latvia

Lithuania

All investments concerning national security are under the scope of review in Lithuania.

Lithuania

Luxembourg

The Luxembourg FDI screening regime is now a year old, and the first notification filings have been made.

Luxembourg

Malta

Malta's FDI regime regulates specific transactions that must be notified to the authorities and may potentially be subject to screening.

Malta

Middle East

The Middle East continues to welcome foreign investment, subject to licensing approvals and ownership thresholds for certain business sectors or in certain geographical zones.

Middle East

Netherlands

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.

Netherlands

Norway

Norway's foreign direct investment regime is in the process of being expanded, with more profound changes expected in the future.

Norway

Poland

After revision of the Polish FDI regime in 2024, the way the authorities are assessing transactions is evolving.

Poland

Portugal

In Portugal, transactions involving acquisition of control over strategic assets by entities residing outside the EU or the EEA may be subject to FDI screening.

Portugal

Romania

While far-reaching in its scope, compared to other EU countries, the Romanian FDI regime is generally perceived as investor-friendly.

Romania

Russian Federation

The year 2024 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 taken earlier in 2023.

Russian Federation

Slovakia

After two years of foreign investment regulation in Slovakia, a supportive climate for foreign investments remains.

Slovakia

Slovenia

Slovenia's updated FDI regime now extends to branch offices and introduces new challenges for foreign investors navigating critical sectors.

Slovenia

Spain

Since 2020, certain foreign direct investments are subject to scrutiny in Spain and, since then, additional formalities have been introduced, specifically by a developing FDI regulation that entered into force on September 1, 2023. The FDI analysis is becoming increasingly crucial in the context of investments in Spain.

Spain

Sweden

In its second year of operation, the Swedish FDI Act has become a standard component of a large portion of all transactions involving Swedish companies.

Sweden

Switzerland

Apart from limited sector-specific regulations, there is currently no general FDI regime in Switzerland. An FDI Act is expected to come into force in 2026 at the earliest.

Switzerland

Türkiye

Strengthening Türkiye's position as a key investment hub remains a government priority.

Turkiye

United Arab Emirates

Foreign direct investment is permissible in the UAE, subject to applicable licensing and ownership conditions.

UAE

United Kingdom

FDI in the UK is covered by the National Security and Investment Act 2021, and in 2024 the government continued to update information and guidelines concerning the legislation.

UK

Asia-Pacific

Australia

Australia's FDI regimes underwent some modifications in 2024, designed to streamline the process of carrying out investments.

Australia

China

China continues to optimize its foreign investment environment by reducing investment restrictions, opening up market access and lowering investment thresholds into listed companies.

China

India

FDI continues to be an area of focus for the Indian government, which has announced plans to attract further foreign investment into the country.

India

Japan

The Japanese government expands business sectors subject to Japan's FDI regime to secure stable supply chains and mitigate the risk of technology leakage and diversion of commercial technologies into military use.

Japan

Republic of Korea

The Republic of Korea continues to welcome foreign investment, offering enhanced incentive packages and easing regulations while heightening scrutiny over transactions involving strategic industrial.

Korea

New Zealand

New Zealand has recently seen a period of stabilization of the overseas investment regime. However, following the formation of the coalition government at the end of 2023, this government has proposed significant changes to the overseas investment rules for 2025, making it easier for overseas investors to acquire New Zealand assets.

New Zealand

Taiwan

Taiwan continues to promote FDI under a two-track screening mechanism for foreign and PRC investors.

Taiwan
Austria

Foreign direct investment reviews 2025: Austria

The wide scope, low trigger thresholds and extensive interpretation of the Austrian FDI regime require a thorough assessment and proactive planning of the M&A process.

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Johannes Barbist and Regina Kröll (Binder Grösswang) authored this publication

The Austrian investment Control Act (Investitionskontrollgesetz, ICA) entered into force on July 25, 2020 and applies to foreign direct investments. Proceedings under the ICA are administered by the Austrian Federal Minister for Labor and Economy (Bundesminister für Arbeit und Wirtschaft, BMAW). Since its introduction, the Austrian FDI regime has had a significant impact, as shown by the high number of cases. Every year, approximately 90 national investment control procedures are completed.

Summary of major changes in 2024

No changes were made to the ICA in the course of 2024.

Who files?

The Austrian FDI regime applies to foreign investors: both natural and legal persons who are not citizens of or do not have their seat or headquarters in the EU, the EEA or Switzerland.

The primary responsibility to submit an application for clearance under the ICA rests with the acquirer. In order to determine whether an investor qualifies as foreign within the meaning of the ICA, the BMAW looks beyond the direct acquirer and its ultimate beneficial owner (UBO). Any non-EU, non-EEA or non-Swiss entities or persons in the vertical chain may result in the investor being deemed a foreign investor.

In other words, while the direct acquirer may not be considered foreign because it is EU, EEA or Switzerland-based, a foreign investment may still occur where an entity at any level in the ownership structure or the UBO is a non-EU, non-EEA or non-Swiss entity or person.

In order to submit a filing and for formal communication with the BMAW, a foreign investor must notify an authorized recipient in Austria. The Austrian target has a secondary obligation to notify the BMAW if the investor fails to submit an application for clearance of a notifiable transaction.

Types of deals reviewed

For an investment to trigger Austrian FDI control, referred to as a “relevant investment”, the following conditions all have to be met.

Firstly, the investment is made by a foreign investor. There is no broad exemption for companies which are publicly listed in the EU, EEA or Switzerland. Based on a decision by the BMAW, the foreign shareholders of a publicly listed company need not be taken into account, provided that they do not play any active role in the transaction and have not entered into any kind of agreement on a shareholder level that points toward a joint acquisition of the Austrian target or a joint exercise of voting rights, directly or indirectly, over the Austrian target.

The target must be a company or business in Austria pursuing a commercial activity that may pose a threat to security or public order, including crisis prevention and services of public interest, within the meaning of articles 52 and 65 of the Treaty on the Functioning of the EU.

Additionally, the investment must concern: the direct or indirect acquisition of an Austrian business or legal entity; material parts of an Austrian business resulting in the acquisition of a controlling influence over such parts of an Austrian business; a shareholding where at least 10 percent of the voting rights (if the target is active in a highly sensitive sector) or 25 percent of the voting rights (if the target is active in a “normal” sensitive sector) is reached or exceeded; and there must be controlling influence over an Austrian business or legal entity.

The ICA does not apply to greenfield investments or the acquisition of mere branch offices or material parts thereof.

Furthermore, clearance under the ICA is not required if the target is a micro-enterprise. A micro-enterprise is defined as an enterprise that employs fewer than ten persons, and whose annual turnover or annual balance sheet total does not exceed the threshold of €2 million.

Scope of the review

The scope of the Austrian FDI regime is very wide, and its interpretation by the BMAW arguably even wider, in particular in regard to the sectors considered sensitive.

The ICA distinguishes between particularly sensitive sectors as set out in part 1 of the annex to the ICA, and normal sensitive sectors, set out in part 2 of the annex.

Particularly sensitive sectors include: defense goods and technologies; operation of critical energy infrastructure and operation of critical digital infrastructure, in particular 5G infrastructure, water and operating systems that guarantee the data sovereignty of the Republic of Austria. If an investment concerns a particularly sensitive sector, the relevant threshold of voting shares is 10 percent.

Normal sensitive sectors include: critical infrastructure, including information technology, health, data processing and storage; critical technologies and dual-use goods, including artificial intelligence, robotics and semiconductors; security of supply of critical resources, including energy and food; and access to and the ability to control sensitive information, including personal data. If an investment concerns a normal sensitive sector, the relevant threshold of voting shares is 25 percent.

While the term “critical infrastructures, technologies and resources” is defined in the annex to the ICA, the sectors explicitly listed within the respective categories of critical infrastructures, critical technologies or critical resources are intrinsically considered to be critical. The degree of criticality is therefore not part of the jurisdictional assessment as to whether an investment is notifiable to the BMAW.

Whether an investment may pose a risk to security or public order is part of the material assessment of the BMAW. In assessing this risk, the BMAW mainly focuses on the following two factors.

The first is investor-related: whether the foreign investor is directly or indirectly controlled by the government, including state bodies or armed forces of a third country, including through ownership structure or significant funding; whether the foreign investor has already been involved in activities affecting security or public order in an EU Member State; or whether there is a serious risk that the foreign investor engages in illegal or criminal activities.

The second factor is the effect of the investment in the sectors listed in the annex to the ICA. In this context, the BMAW looks at the nature and scope of the Austrian target’s activities, including the products and services offered, the position on the market, customers, competitors and substitute products.

The BMAW’s material assessment is not limited to key national security sectors—for example, defense or energy—but has a much broader focus, taking into consideration security of supply in a wide variety of sectors. Due to the long list of sensitive sectors and the broad categories, a vast number of investments is subject to the ICA and subject to a requirement to submit an application for approval.

Internal restructurings are not exempted and therefore, in principle, caught by the ICA.

A notifiable relevant investment may only be implemented following approval by the BMAW. As long as FDI clearance has not been granted, a notifiable relevant investment—the underlying transaction agreement—is deemed to have been concluded subject to the condition precedent that approval is granted.

A notifiable relevant investment that is carried out without FDI clearance is void under civil law until FDI clearance has been obtained.

If the BMAW becomes aware of a notifiable relevant investment for which the foreign investor has not applied for FDI approval, the foreign investor is requested to submit an application within three business days from receiving notice from the BMAW. If no such application is submitted on time, the BMAW has to initiate an official approval procedure on its own account and inform the foreign investor accordingly. The BMAW often consults the Austrian target to check the relevance and notifiability of a transaction under the Austrian FDI regime.

Under the ICA, the following outcomes are possible. In phase 1, there could be a decree that no approval procedure will be initiated because such procedure would be contrary to obligations under EU or public international law; a decree clearing the transaction; or approval by operation of law (legal fiction) in phase 1 after expiry of the one-month period at the national level.

In phase 2, the possible outcomes are a decree clearing the transaction; a decree clearing the transaction subject to commitments, although the BMAW may impose commitments unilaterally; a decree prohibiting the transaction; or approval by operation of law (legal fiction) in phase 2 after expiry of the two-month period at the national level.

Review process timeline

FDI proceedings in Austria take on average two-and-a-half to three months and may take up to five-and-a-half to six months.

Under the Austrian FDI regime, the EU cooperation mechanism is a mandatory step before national proceedings are initiated. Phase 0 takes 35 calendar days on average, but may take considerably longer in case of comments or questions from the European Commission or other member states, which stop the clock. This does not include the time the BMAW takes for notifying the European Commission that a foreign direct investment within the meaning of the ICA is being made in Austria, which may take up to ten business days.

Phase 1, national proceedings, takes one month and starts upon conclusion of the EU cooperation mechanism.

Phase 2, in-depth examination, takes two months. Phase 2 proceedings are only initiated where the BMAW sees the need for further clarification or has substantive concerns.

Requests for information in phase 1 and phase 2 do not stop the clock. Usually, the BMAW uses the review periods close to the maximum allowed.

How foreign investors can protect themselves

Foreign investors should start to think about FDI early on in the transaction planning process, and check whether the Austrian target is a branch office or qualifies as a micro-enterprise and may therefore be excluded from Austrian FDI review.

They should perform a thorough case-by-case assessment of the FDI risk in Austria. The BMAW’s decisions are not published, and no guidance on the interpretation or implementation of the ICA is publicly available. Furthermore, there is no formal pre-screening option available, for example, to determine whether the activities of an Austrian target company are sensitive within the meaning of the ICA.

While the BMAW is generally quite forthcoming and very responsive, the authority holds that any alignment before submission of the application is not “necessary or advisable.” A case-by-case analysis that also takes the BMAW’s administrative practice into account is therefore crucial.

Investors should pay attention to internal restructurings. Internal restructurings are not exempted under the ICA and may be notifiable. The BMAW promotes a case-by-case analysis to determine the notifiability of internal restructurings. As a result, no clear pattern of non-notifiable internal restructurings has emerged based on the BMAW’s administrative practice so far.

Investors should bear in mind that it is currently not clear whether assets of an Austrian company located outside of Austria come within the ambit of the Austrian FDI regime.

The “domino effect” should be considered. FDI authorities across the EU obtain information about planned investments out of the EU cooperation mechanism and from other public sources, such as websites of merger control authorities. Some member states, including Austria, submit every application to the EU cooperation mechanism. A multijurisdictional FDI analysis and filing strategy is key.

Investors should also factor in the FDI risk: a prohibition or the imposition of economically unfavorable commitments in the contractual framework, such as CP or a long-stop date.

Looking ahead: Likely developments in the next year

Currently, no major changes to the ICA are planned for the near future. However, there are likely to be changes to the ICA once the revised EU FDI Screening Regulation enters into force.

The legislator may also consider a clarification of the concept of control: The concept of control as set out in the EU Merger Regulation is used as a first point of reference for the purpose of FDI screening in Austria. However, the term control within the meaning of the ICA may, in the view of the BMAW, go well beyond that. A clarification of the term is desirable.

Lately, the BMAW has tried to interpretatively narrow the scope of the sensitive sectors listed in the Annex to the ICA. However, this is a very recent development in the BMAW’s administrative practice, which needs to be closely monitored in order to draw reliable conclusions.

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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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