Canada
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-likeminded" countries.
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.
The Canadian government continues to scrutinize foreign investments by state-owned enterprises and state-linked private investors, especially if from "non-likeminded" countries.
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.
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.
The European Commission continues to be a driver of FDI screening across the EU, with Member States now moving toward coordinated enforcement.
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.
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.
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.
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 FDI regime is comprehensive, and requires a careful assessment of investments and agreements involving Danish companies.
Estonia's FDI screening mechanism closed its first effective year in 2024.
FDI deals are generally not blocked in Finland, but the government is able to monitor and, if necessary, restrict foreign investment.
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.
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.
Hungarian FDI regulation stands as a rock amid global economic storms, although there were few major changes in 2024.
Ireland's Screening of Third Country Transactions Act entered into force on January 6, 2025.
Italy's "Golden Power Law" review more tan ten years old and continuously expanding its reach.
The law in Latvia provides for sectoral FDI regimes for specific corporate M&A, real estate dealings and gambling companies.
All investments concerning national security are under the scope of review in Lithuania.
The Luxembourg FDI screening regime is now a year old, and the first notification filings have been made.
Malta's FDI regime regulates specific transactions that must be notified to the authorities and may potentially 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 regime is in the process of being expanded, with more profound changes expected in the future.
After revision of the Polish FDI regime in 2024, the way the authorities are assessing transactions is evolving.
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.
While far-reaching in its scope, compared to other EU countries, the Romanian FDI regime is generally perceived as investor-friendly.
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.
After two years of foreign investment regulation in Slovakia, a supportive climate for foreign investments remains.
Slovenia's updated FDI regime now extends to branch offices and introduces new challenges for foreign investors navigating critical sectors.
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.
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.
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.
Strengthening Türkiye's position as a key investment hub remains a government priority.
Foreign direct investment is permissible in the UAE, subject to applicable licensing and ownership conditions.
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.
Australia's FDI regimes underwent some modifications in 2024, designed to streamline the process of carrying out investments.
China continues to optimize its foreign investment environment by reducing investment restrictions, opening up market access and lowering investment thresholds into listed companies.
FDI continues to be an area of focus for the Indian government, which has announced plans to attract further foreign investment into the country.
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.
The Republic of Korea continues to welcome foreign investment, offering enhanced incentive packages and easing regulations while heightening scrutiny over transactions involving strategic industrial.
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.
Taiwan continues to promote FDI under a two-track screening mechanism for foreign and PRC investors.
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.
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The Foreign Investments Screening Act was passed by the Czech parliament on February 3, 2021 and took full effect on May 1, 2021. It established rights and duties of foreign investors whose ultimate beneficial owner is from non-EU countries. It also set screening requirements in relation to certain target persons or owners of target objects in the Czech Republic, which pose important security or public order concerns for the Czech Republic. The relevant entrusted authority remains the Czech Ministry of Industry and Trade.
In general, the FDI investor should be the applicant. Request for approval of FDI or a consultation proposal is to be submitted in a form specified by Government Decree No. 178/2021 Coll., signed by a statutory representative of the applicant. Together with the application for the approval of FDI, the applicant shall submit a questionnaire containing additional information about the foreign investment.
Under administrative procedure legislation, the applicant may be represented in the proceeding of the investment screening by a proxy with power of attorney. The power of attorney needs to be signed by the applicant, but the signature does not need to be officially certified.
Details or substance of the deals reviewed have not been disclosed. However, based on information available in the public domain, cases that have been reviewed since January 2022 included 29 consultations, three of which proceeded to the full screening procedure. A total of 11 cases were reviewed in the screening regime only.
In seven cases, the case was commenced through a filing by the investor as required by law; in three cases, the screening procedure was initiated following a consultation; and in four cases, the ministry started the screening procedure on its own initiative.
The deals reviewed by the ministry in 2023 were sectorally diverse. Eight cases concerned the electrotechnical industry; four concerned information and communication technology. Three cases concerned the health sector and two related to the arms, aerospace and automotive industries. The ministry also dealt with investments directed into the finance, transport, services and construction sectors.
Foreign investment into the following targets will require prior approval from the ministry: a target person who performs manufacturing, research, development, innovation or organization of the life cycle of military material, or into a target object through which the said activity is performed; a target person who operates a critical infrastructure element determined by the relevant central administrative authority; a target person who is an administrator of an information system belonging to critical information infrastructure, administrator of a communication system belonging to critical information infrastructure, administrator of an information system belonging to an essential service or operator of an essential service; or a target person who develops or manufactures dual-use goods, or target object through which such goods are developed or manufactured.
Even if an FDI does not require prior approval, the Czech government has the power to start a retrospective review of an FDI if it determines that such FDI may endanger the security or internal or public order of the Czech Republic. These investments can be screened by the ministry retrospectively for up to five years from the date of the investment. When deciding whether the FDI endangers the security of the Czech Republic or its internal or public order, the ministry would usually look at the FDI's potential impact on a number of areas.
These include: infrastructure, including energy, transportation, water management and medical infrastructure; data processing and storing infrastructure; aviation and cosmic infrastructure; defense, and other infrastructure important for the security of the Czech Republic and its internal or public order; as well as access to land and property essential for the usage of such infrastructure.
The impact on access to critical technologies and dual-use goods, including AI, robotics, semiconductor and cybersecurity technologies, aviation and rocket technologies, defense technologies, chemical technologies, energy-storing technologies, quantum and nuclear technologies, as well as nanotechnologies and biotechnologies is also considered.
The ministry would usually also consider access to supplies that are related to energy, raw material or food security; security of access to information that is important for the security of the Czech Republic or its internal or public order, including personal data, or ability to control this information; the possibility of significant influence over public opinion through information spread by the media; critical information infrastructure, important information systems and essential services; non-military objects important for state security; and other technologies, malicious use of which poses a potential threat to the Czech Republic or its internal or public order, or any other factors important from the perspective of security of the Czech Republic or its internal or public order.
Where the foreign investor has an intention to carry out an FDI that does not require prior approval under the act, they may nonetheless ask the ministry for a consultation as to whether it might be considered as endangering security, or the internal or public order of the Czech Republic. If the result of this consultation is negative, the ministry will not screen this investment ex officio. The consultation is voluntary except for FDI directed at a target who owns a nationwide radio or TV broadcast license, or who is a publisher of a periodical that has an overall minimum average circulation of 100,000 prints per day in the past calendar year.
The screening of FDI that was not found to pose a risk takes 90 days. The screening of an FDI that has been identified as risk-prone, including discussion time required by the government of the Czech Republic, is 135 days.
These dates can be extended by 30 days in complicated cases. In certain cases, such as where the foreign investor has to enter into negotiations with the ministry regarding conditions surrounding the FDI, the above timelines may be paused.
If an investor were to submit a request for consultation, the ministry must respond within 45 days.
Potential investors are encouraged to take steps to confirm whether they fall under the definition of a foreign investor, or whether the envisaged activity represents an FDI that requires prior review under the Act, before finalizing any transaction document.
If an investor is unsure about whether an FDI may bring security or public policy concerns to the Czech government, the investor may want to consider submitting a request for consultation in order to speed up any potential FDI application process.
The ministry said a total of six cases had not yet been closed as of December 31, 2023. A fourth annual report will likely be published in the coming year, which will provide further information and statistics on FDI into the Czech Republic.
In light of the upcoming revision of the EU regulation under which the Czech FDI law operates, the draft of which was presented by the European Commission in January 2024, the ministry is also advocating principles in the legislative process that will lead to an improvement in the functioning of the European screening mechanism.
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