Foreign Direct Investment (FDI) Reviews

National security reviews of foreign direct investment (FDI) are becoming more prevalent—and more stringent—in countries throughout the world, and can play a critical role in cross-border transactions.

Without a proper strategy at the start of a transaction, FDI reviews can become deal breakers or expose transactions to legal challenges and increased costs. Advanced planning can also help avoid unexpected impacts on the target business's operations and restrictions on the investors' rights with respect to the target.

The expansion and enhancement of FDI review regimes globally—including an expansion of industries subject to review beyond traditional defense-related industries—underscores the need for effective FDI counsel in all relevant countries, from a transaction's inception through its completion. Advance preparation and implementation of a clear foreign investment review strategy are invaluable to obtaining timely approval of transactions consistent with deal objectives.

White & Case has an extensive and integrated global network of FDI practitioners who routinely navigate clients through these evolving and increasingly challenging regulatory landscapes. 

Global FDI reviews

Countries worldwide have been aggressively developing or bolstering their FDI review regimes in the past several years, and this trend will continue. A multi-national transaction can face FDI reviews in a number of jurisdictions, raising a variety of timing and substantive challenges. Different countries' processes reflect a variety of key nuances, including whether review is mandatory or voluntary, which industries and transactions are subject to review, how likely mitigation measures are to be required and the timing implications of reviews. Managing FDI review requirements in transactions—often simultaneously in a number of countries—is a complex and increasingly critical aspect of cross-border deal planning. 

White & Case's FDI Reviews & US National Security/CFIUS practice includes FDI specialists from throughout our extensive global network providing specialized expertise on FDI review processes in a wide range of countries.

• We have a market-leading Committee on Foreign Investment in the United States (CFIUS) team in the United States, which is discussed in more detail below. 
• In Europe, we have highly experienced FDI experts in the key countries with active or expanding FDI review regimes, including Germany, France, the United Kingdom, Italy, Denmark, Finland, Norway, Poland, Spain, Czech Republic, Türkiye, and Russia. While there is still no standalone FDI screening at the EU level, the EU continues to push for a coordinated approach towards foreign direct investments into the EU. The key instrument is the EU Screening Regulation entering into force on October 11, 2020. Other legislative options are also being contemplated, including the introduction of new tools to control the acquisitions and activities of foreign-subsidized companies in the EU. In addition, the EU has stepped up to ensure a coordinated approach towards investments into health-critical EU assets during the COVID-19 pandemic. We are uniquely placed to help clients navigate the complex framework throughout the EU and Europe at large.
• We have FDI experts throughout the Asia Pacific region, including Australia, China, Japan, Singapore, and India. 
• Our team also provides FDI expertise in the Middle East, including Saudi Arabia and the United Arab Emirates.

Even in countries where we do not have specialists, our FDI lawyers have strong relationships with experienced local counsel to provide truly global FDI coverage for our clients. 

Our FDI specialists work seamlessly with White & Case’s global M&A lawyers, ensuring a fully coordinated team approach to successfully navigate deals to closing. White & Case’s experienced teams develop and implement comprehensive strategies to ensure cross-border transactions are successful, completed in a timely manner and meet our clients’ deal objectives. 
 

View our FDI publications

View our FDI webinars

View our National Security page

View our Foreign direct investment reviews 2024: A global perspective thought leadership piece

Download our Foreign direct investment reviews 2023: A global perspective thought leadership piece

Download our Foreign direct investment reviews 2021: A global perspective thought leadership piece

Download our Foreign direct investment reviews 2020: A global perspective thought leadership piece

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US FDI Expertise

CFIUS Reviews

White & Case’s top-ranked Committee on Foreign Investment in the United States (CFIUS) team is widely recognized as a market leader on national security matters relating to FDI into the United States. Our team includes highly experienced practitioners well attuned to our clients’ business needs, as well as former CFIUS and Department of Defense officials who offer government-insider perspectives that have proven invaluable to our clients.

White & Case’s CFIUS lawyers are highly specialized and have unparalleled experience counseling clients on CFIUS matters and guiding them through the CFIUS process. We advise deal parties and related third parties on the full range of issues relating to CFIUS, many of which have become increasingly complex as the CFIUS landscape and regulatory regime has evolved. Where appropriate, we also work in conjunction with lobbying, public relations and consulting firms to develop and execute comprehensive strategies in support of sensitive transactions.

We routinely represent companies in CFIUS matters in all stages of a deal, including:

• Deal structuring and other strategic planning
• Negotiating purchase agreement terms to ensure client protection
• Conducting detailed due diligence to determine potential areas of national security concern and assess specific risks associated with the given transaction 
• Assessing complex CFIUS jurisdictional matters, including applicability of mandatory filing requirements
• Developing and implementing strategies for engaging relevant government officials and facilitating a smooth process
• Preparing CFIUS filings and managing follow-up inquiries
• Negotiating CFIUS mitigation requirements, the details of which can have substantial operational and cost implications for clients 
• Guiding companies through mitigation implementation and helping them ensure compliance with mitigation requirements

Visit our new CFIUS FIRMMA Tool

Foreign Ownership, Control of Influence (FOCI) mitigation

White & Case's FDI Reviews & US National Security/CFIUS team has unequaled experience developing and advising clients regarding plans to mitigate FOCI under the US National Industrial Security Program, enabling companies under FOCI to bid and perform on classified US government contracts and subcontracts.

Our lawyers have extensive experience navigating companies through the FOCI mitigation process, both in connection with transactions resulting in a cleared company coming under FOCI and for existing companies under FOCI entering the classified market. We work with clients to develop an appropriate FOCI-mitigation plan—such as a Special Security Agreement, Proxy Agreement, Security Control Agreement or FOCI Board Resolution. 

In the deal context, we also help companies implement interim FOCI-mitigation measures to enable the cleared company to continue to perform on its classified contracts between closing and execution of its FOCI-mitigation arrangement. Additionally, we advise clients on a wide range of ongoing FOCI-related compliance matters, which can be highly complex and require experienced support.

As part of guiding clients through the numerous requirements and nuances necessary for the US government to allow companies with foreign ownership to perform on highly sensitive classified contracts, our lawyers have extensive experience developing FOCI-related compliance plans. These include an Affiliated Operations Plan (AOP), which enables FOCI-mitigated companies to have a variety of shared services and commercial arrangements with non-mitigated affiliates; an Electronic Communications Plan (ECP) to address electronic security measures; a Technology Control Plan (TCP) to address US export-control requirements; and a Facilities Location Plan (FLP) to enable a FOCI-mitigated company to be located in close proximity to a non-mitigated affiliate. AOPs, ECPs, TCPs and FLPs are highly specific to the given cleared company and form the operational backbone and compliance framework in which companies operate under the FOCI-mitigation agreement. 

FOCI mitigation is a highly complex area with critically high stakes for clients, whose ability to bid and perform on classified contracts is often fundamental to their business. Few law firms specialize in this area, and none has our breadth and depth of experience on FOC-mitigation matters.  

Team Telecom reviews

Telecommunications transactions involving Federal Communications Commission (FCC) licenses may require a review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, which is commonly referred to as “Team Telecom.” Team Telecom advises the FCC on national security and law enforcement aspects of foreign involvement in the US telecommunications services sector. 

Our lawyers are experienced in guiding clients through the Team Telecom process, including:

• Assessing whether a Team Telecom review is likely to be required 
• Assessing potential substantive risks associated with a given transaction
• Developing and implementing an appropriate strategy for managing the Team Telecom process, including in parallel with other national security processes such as CFIUS review
• Engaging relevant US government officials and managing the review process
• Addressing complex information requests
• Negotiating mitigation measures to enable the US company to retain its FCC licenses under foreign ownership

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Related services:

Data Privacy & Cybersecurity

International Trade/Sanctions and Export Controls

Mergers & Acquisitions

Private Equity

AWARDS & RECOGNITION

Nationwide International Trade: CFIUS 
Chambers Global 2017-2024 – Band 1

Nationwide International Trade: CFIUS 
Chambers USA 2017- 2024 – Band 1

International Trade: CFIUS
The Legal 500 United States 2023 – 2024 – Tier 1

"White & Case has the breadth and depth of experience needed for complex and sophisticated matters."
"White & Case attorneys are devoted professionals that are responsive to their clients' needs and appreciate the time sensitivity of many of these matters."
Chambers Global 2024 – client quote

"We are extremely happy with the legal support the team provides to us in regard to CFIUS matters. I would say that the most important part is how THE WHOLE TEAM is knowledgeable, fast to react and help. This practice knows what really matters to their clients from a practical perspective."
"A very experienced and commercially savvy team."
The Legal 500 United States 2024 – client quote

Farhad Jalinous is recognized as “Hall of Fame” for International Trade: CFIUS by The Legal 500 US 2024.