Foreign Direct Investment Regulatory Frameworks proceed to evolve

Policymakers are more and more viewing international direct funding (“FDI”) regimes as an important regulatory methodology of responding to evolving geopolitical and nationwide safety considerations. Across the globe, regulators are drafting, implementing, and operationalizing FDI regimes to safeguard nationwide safety and financial pursuits. This alert supplies an outline of the newest developments within the FDI regimes of key European nations, together with Bulgaria, France, Greece, Poland, Slovakia/Czech Republic, and the United Kingdom, in addition to within the United States.

Bulgaria

On 22 July 2025, Bulgaria’s FDI guidelines grew to become totally operational. Bulgaria applied Regulation (EU) 2019/452, the EU’s FDI screening regulation, in February 2024, nonetheless, the FDI regime solely grew to become enforceable final month with the entry into impact of the nation’s ultimate implementing act. Any transactions inside the scope of Bulgaria’s FDI regime that commenced after the February 2024 however didn’t shut previous to 22 July 2025, should now be reported to the Bulgarian FDI authority, the Interinstitutional FDI Screening Council, and accepted earlier than transferring ahead. 

The Bulgarian regime mirrors the EU regulation and applies broadly, protecting non-EU traders, EU-seated firms managed by non-EU entities/nationals, and investments influenced by non-EU events. Similarly broad is Bulgaria’s definition of “foreign direct investment,” which incorporates investments by any of the aforementioned traders in greenfield investments, investments ensuing accountable for a Bulgarian entity, or investments that increase upon current Bulgarian investments. Importantly, Bulgaria doesn’t checklist particular actions that set off evaluate, as a substitute referring to broad topic areas similar to “critical infrastructure” and “sensitive information” and thereby making it a problem to find out which investments can be topic to evaluate.

The regime’s funding thresholds are notably low. For instance, qualifying traders buying 10 % of an organization or investments over EUR 2 million set off a submitting. High-risk traders, like these from Russia or Belarus, face necessary evaluate. While the Bulgarian FDI regime is now in place, the Interinstitutional FDI Screening Council, which is accountable of the evaluate course of as soon as the notification is deemed full by the Bulgarian Investment Agency, continues to be within the means of staffing the personnel crucial for widespread screening. 

France

France has been the highest European nation for international funding tasks for six years in a row, with 1,025 tasks in 2024, forward of the UK and Germany. While French investments decreased in 2024 in comparison with 2023, France’s share of Europe’s FDI truly elevated in 2024 to 19 %. On 30 July 2025, the French Ministry of the Economy, Finance and Industrial and Digital Sovereignty (the “MoE”) printed its 2024 annual report on FDI screening in France (the “French report”), which we have now reviewed and outlined intimately right here. Alongside the annual report, the MoE additionally printed a revised model of the FDI tips, offering additional readability on a number of key features of the French FDI guidelines.

French FDI latest modifications embody increasing the scope to cowl acquisitions of French registered branches of international firms, refining guidelines round voting rights thresholds, and incorporating essential uncooked supplies into delicate sectors. The FDI tips make clear procedural features, similar to necessities for funding fund disclosures or joint management definitions, and the therapy of firms in several enterprise registers. They additionally emphasize confidentiality in EU-level exchanges and reinforce the necessity for detailed exercise descriptions in filings, whereas notably not introducing a particular threshold for renewables tasks.

Greece

On 22 May 2025, the Greek Parliament handed Law 5202/2025, creating and implementing the brand new FDI regime on 23 May 2025. As set out in our earlier put up, Law 5202/2025 units up a strict screening course of for investments in sectors deemed vital to Greece’s nationwide pursuits, whereas aiming to stability safety concerns in opposition to the nation’s aim of welcoming international funding. The regime applies to non-EU investments in “sensitive” areas like vitality, transportation, healthcare, ICT, and digital infrastructure in addition to “particularly sensitive” sectors similar to nationwide safety, protection, cybersecurity, synthetic intelligence, sure essential ports and subsea infrastructure, and borderland tourism.

Importantly, the regime is just not but totally operational. More detailed guidelines can be supplied within the Joint Ministerial Decrees, anticipated to be launched shortly. The Greek regime has not specified the submitting expectations related to investments signed however not accomplished previous to the regime’s efficient date.

Poland

As of 24 July 2025, Poland’s international funding guidelines, initially launched in 2020, grew to become everlasting. As we detailed in a earlier put up, the federal government company accountable for reviewing these investments will change from the Competition Authority to the Ministry of Finance and Economy. Poland’s regime primarily applies to traders from exterior the EU and the Organization for Economic Co-operation and Development (“OECD”), particularly when traders purchase important stakes or management in Polish firms in vital sectors like vitality, transport, and expertise. Investors should notify the Ministry of Finance and Economy earlier than finishing transactions or they danger fines and penalties.

To date, the Competition Authority has reviewed solely a handful of circumstances and accepted all of them. However, the shift to a brand new authority brings authorized uncertainty and the traders ought to keep watch over the method as political concerns might more and more affect potential objection choices sooner or later.

Slovakia/Czech Republic

The most up-to-date modification to the Slovak Cybersecurity Act (Act no. 69/2018 Coll., as amended) (the “Amendment”) considerably prolonged the class of the operators of important companies. The Amendment is the implementation of the NIS 2 Directive (Directive (EU) 2022/2555 of the European Parliament and of the Council of 14 December 2022 on measures for a excessive frequent stage of cybersecurity throughout the Union).

The Amendment has direct implications on the Slovak FDI Act, because the operators of important companies are thought-about essential from the FDI perspective and any international funding into such Slovak goal firm is topic to necessary pre-closing FDI screening and approval, supplied statutory thresholds are met (10 % in case of preliminary participation funding or 20 %, 33 % or 50 % in case of the efficient participation improve). The prolonged class of the operators of important companies additionally consists of medium-sized enterprises (with fewer than 250 staff and an annual turnover not exceeding EUR 50 million) which function inter alia within the following essential sectors: (i) manufacture of motor autos, trailers and semi-trailers, (ii) manufacture {of electrical} gear, (iii) manufacture of equipment and gear, (iv) waste administration, (v) manufacture, manufacturing and distribution of chemical compounds, (vi) manufacturing, processing and distribution of meals. The Amendment requires the businesses performing the actions in essential sectors to inform the Slovak cybersecurity authority (the National Security Authority) which shall register such firm within the register of the operators of important companies after session with respective central authorities company (e.g. respective ministry). Once the corporate is registered within the register it turns into essential from the FDI perspective and doubtlessly topic to necessary pre-closing FDI clearance. Considering that the common size of the screening proceedings is 95 days for essential international investments, international traders ought to rigorously take into account the latest modifications and issue the time side of FDI screening process into transaction planning if the Slovak goal firm’s enterprise actions fall inside any of essential sectors.

Similar modifications have been adopted by the Czech Parliament and can develop into efficient as of November 1, 2025.

United Kingdom

In July, the UK authorities introduced its intentions to take away “redtape” for traders topic to the National Security and Investment Act (“NSIA”). Unusually, the NSIA can seize transaction that don’t end in an final change of management, together with the appointment of liquidators and inner restructures. The governments intentions are to exempt liquidator appointments and “certain” sorts of inner reorganisations, though the exact particulars haven’t but been launched.

The UK has additionally launched a 12-week session to contemplate refining the checklist of actions that can mandate notification underneath the regime. These embody the introduction of a brand new sector for water firm operators, and the creation of standalone expanded sectors for semiconductors, computing {hardware}, and important minerals. The proposal being consulted upon would additionally introduce modifications to a number of of the prevailing sectors, i.e., superior supplies, communications, essential suppliers to authorities, knowledge infrastructure, vitality, suppliers to the emergency companies and artificial biology. Although a few of these refinement are anticipated to slender the regime’s utility, most don’t and, total, the UK authorities expects that the web variety of transactions captured by the NSIA necessary regime will improve if the proposal is applied.

United States

While there have been no modifications to the Committee on Foreign Investment within the United States (“CFIUS”)’s regulatory framework this yr, the Trump Administration laid out its imaginative and prescient for CFIUS within the President’s “America First Investment Policy” National Security Presidential Memorandum (“NSPM”) printed in January. We outlined the NSPM and the anticipated modifications to CFIUS in a earlier put up. While the NSPM is a harbinger of potential regulatory reform, these modifications will not be prone to happen within the near-term given the prolonged rulemaking course of.

CFIUS did, nonetheless, lately launch its annual report protecting calendar yr 2024, which we focus on in-detail right here. Several notable developments emerge from the info, significantly with regard to the sharp lower in mitigated coated transactions and an uptick in Presidential motion. It is obvious from the Report and the Committee’s regulatory growth on the finish of 2024 that CFIUS is extra empowered than maybe any time in its historical past. It is due to this fact more and more essential to work carefully with professional CFIUS counsel on the outset of offers to make sure potential CFIUS dangers are comprehensively addressed.

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