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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
France

Foreign direct investment reviews 2025: 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.

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The Bureau of Contrôle des Investissements Étrangers en France (CIEF or Foreign Investment Control in France) of the Ministry of Economy's (MoE) Treasury Directorate is responsible for FDI review in France. Although FDI screening remains mainly confidential in France, the MoE is working on making the process more transparent in order to increase predictability for foreign investors. As part of this effort, it published guidelines in 2022. No major reforms of existing FDI screening laws and regulations are expected in the coming years. 

Summary of major changes in 2024

  • Since the decree signed on December 29, 2023 and published on January 1, 2024, which extended the scope of the FDI review to include the extraction and processing of critical raw materials, as well as expressly including French branches (succursales) of foreign companies, no further changes have occurred regarding the French FDI regime.
  • Since January 2024, the "Plateforme IEF" website has become the exclusive way for investors and their legal counsel to submit FDI applications and related materials electronically. It also allows them to track the step-by-step processing of their submission.
  • In 2024, there was continued attention to investments related to public health activities, notably when they involve storage, treatment and transmission of sensitive data. Inbound investments in defense-related activities and in certain key French industries, such as nuclear, are subject to close monitoring by French FDI screening authorities.

Who files?

The foreign investor files a mandatory request for prior authorization online, which includes information listed in the 2019 Ministerial Order regarding the investor (including its structure, the composition of its board of directors, its activities and a list of its French and foreign competitors), the target (including a list of its French competitors and competitors operating in the EU), a list of its French clients, a list of intellectual property (patents, trademarks, licenses) held or used and the investment (including the amount, the structure and strategies).

Types of deals reviewed

The transactions captured by the French FDI screening rules include acquisitions by a foreign investor—a non-French investor or French investor not domiciled in France—of a direct or indirect controlling interest in a French entity, or the whole or part of a branch of activity of a French entity.

Acquisitions by a non-EU/EEA investor, acting alone or in concert with others, of more than 25 percent of voting rights of a French entity, whether made directly or indirectly, are also captured. Decree No. 2020-892 of 22 July 2020 lowered this voting rights threshold to 10 percent for investments in French listed companies. This measure, which was initially temporary, has been retained by the MoE on a permanent basis.

FDI review is triggered only where the target conducts sensitive activities, as listed in the French Monetary and Financial Code. They include the following sectors: defense and security; public health; big utilities; critical infrastructure, such as energy, telecoms, transportation and water supply; extraction and processing of critical raw materials; research and development in critical technologies; and activities relevant to food security.

Scope of the review

The MoE review is mandatory and suspensory. Therefore, the parties must wait for the MoE decision in order to complete and implement the transaction.

The MoE examines whether the investment may distort public order, public safety or national security. Other ministries interested in the investment are consulted. The MoE may clear the transaction with conditions such as continuity of supply of the sensitive activities, maintaining sufficient capacities and IP rights in France to keep supplying those activities, or a duty to report to French authorities. In exceptional cases, the MoE may also impose the divestment of the sensitive activities.

Follow-up questions are customary. The guidelines formalize the possibility of holding informal exchanges with the MoE, both for the target and the investor, to clarify the purpose of the investment prior to the notification.

Any transaction that closes without the MoE's authorization is null and void. To remedy such a situation, the MoE can order the investor to file for prior authorization. In case of a breach of FDI screening rules, the MoE has the power to take interim measures to suspend the investor's voting rights in the target; prohibit or limit the distribution of dividends to the foreign investor; temporarily suspend, restrict or prohibit the free disposal of all or part of the assets related to the sensitive activities carried out by the target; and appoint a temporary representative within the company to ensure the preservation of national interests.

The MoE may also impose financial sanctions of up to twice the value of the investment, 10 percent of the annual turnover of the target, or €1 million for natural persons or €5 million for legal entities. More generally, according to articles 458 and 459 of the French Customs Code, any infringement to FDI screening requirements may be subject to criminal penalties of up to five years imprisonment, confiscation of the property and assets, and a criminal fine.

The guidelines specify that the amount of the penalty will depend on the context and the behavior of the investor. The guidelines also provide that if the authorization is granted following omission or fraud, the MoE can withdraw its authorization at any time.

Following a conditional clearance, if an investor fails to comply with the commitments, the MoE can withdraw the clearance or oblige the investor to comply with the initial or new commitments. The sanctions listed above also apply.

Review process timeline

The MoE has 30 business days—subject to a stop-the-clock mechanism in the event of questions and answers—to determine whether the transaction falls outside the scope of review, is unconditionally cleared or requires further analysis.

When further analysis is required and mitigating conditions are necessary, the MoE has an additional period of 45 business days to provide the investor with its final decision—either clearance with conditions or refusal of the investment. In practice, the process can last approximately three months. In the absence of a response from the MoE within the stated time limit, the application is deemed to be rejected.

Decree No. 2020-892 of 22 July 2020 introduced a fast-track procedure for investments by non-EU/EEA investors in French listed companies exceeding a 10 percent threshold in voting rights. This procedure has now been permanently incorporated into Article R. 151-5 of the French Monetary and Financial Code. Under this framework, the investor must submit a short notification, and unless the MoE objects, the authorization is deemed granted within ten days of submission.

How foreign investors can protect themselves

Foreign investors must anticipate foreign investment control issues before planning and negotiating transactions. The responsibility for filing lies primarily on the buyer's and, if the transaction reaches the thresholds, prior clearance by the MoE should be a condition of the transaction including a break-up fee or opt-out clause in case it is impossible to fulfill the demands of the MoE. 

The guidelines specify that it is possible to seek a letter of comfort when the transaction is only an investment project if the parties prove their intentions to invest. In this case, the MoE has two months to respond.

Preliminary informal contacts with French authorities may also be advisable to determine the impact on the timeline. The seller's cooperation in the preparation and review of the filing remains important.

Looking ahead: Likely developments in the next year

Conditions remain customary and are expected to persist in 2025. For context, in 2023, of the 135 authorized investments, more than 44 percent were subject to conditions, with a total of 60 investments approved under remedies.

Among the authorized operations, 21.5 percent involved the defense and security sector, 63.7 percent related to critical infrastructure, goods and services, while 14.8 percent were connected to mixed sectors encompassing both defense and security, as well as critical infrastructure.

With more EU Member States implementing new screening mechanisms and ongoing discussions on the proposed EU regulation, the MoE is likely to continue collaborating with other EU authorities under the EU cooperation mechanism.

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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.

© 2025 White & Case LLP

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