EU:n FDI-asetus ja rajat ylittävä seulontayhteistyö/EN
The EU's regime for screening foreign direct investment changed significantly in the summer of 2026, when the earlier regulation (EU) 2019/452 — which only coordinated between member states — was replaced by a new, considerably stricter regulation.
- Mistä on kyse: The new EU regulation (EU) 2026/1386 requires all member states to put in place a common minimum-standard FDI screening mechanism and strengthens cooperation between member states and the Commission on cross-border acquisitions.
- Miksi sillä on kaupallista merkitystä: The regulation extends the scope of screening to acquisitions made by EU investors that are in fact controlled by a non-EU party — this is directly relevant to transactions involving multinational group structures.
- Mikä menee useimmin pieleen: The regulation applies in full only from 17 January 2028, but national legislation (such as Finland's forthcoming Investment Screening Act) is already being drafted on its basis — when scheduling a transaction, both EU-level and national-level developments should be tracked in parallel.
The old regulatory framework and its limits
[muokkaa]Regulation (EU) 2019/452, applied until 2026, created only a coordination mechanism between the member states' national FDI screening systems, and did not require member states to introduce screening at all. In practice, member states' systems differed considerably in scope, thresholds and procedures.
The Court of Justice of the EU limited the scope of member states' screening powers in its judgment of 13 July 2023 in Case C-106/22 (Xella Magyarország): Hungary was not permitted to block an acquisition by a company established in the EU but ultimately owned by a third country, relying solely on economic grounds related to security of supply, because the arrangement fell within the scope of freedom of establishment (Article 54 TFEU) rather than within the scope of the FDI regulation then in force, which covered only direct investments originating from third countries. The judgment left open the question of the extent to which member states may intervene in acquisitions that are internal to the EU but in fact controlled by a third country.[1]
The new Regulation (EU) 2026/1386
[muokkaa]The Council and the European Parliament adopted the new FDI screening regulation on 17 June 2026; it was published in the Official Journal on 26 June 2026 and entered into force on 16 July 2026. The regulation applies in full from 17 January 2028, by which date member states must have introduced a national screening mechanism meeting the regulation's minimum requirements.[2]
Key changes compared with the previous regime:
- Mandatory minimum scope — all member states must screen investments in sectors regarded as strategic (including defence, dual-use goods, advanced technologies such as semiconductors, artificial intelligence and quantum technology, energy, transport, digital infrastructure, critical raw materials, financial-sector operators and electoral-process infrastructure).
- Extended definition of investment — the scope expressly also covers acquisitions made by investors established in the EU but controlled by a non-EU party, which directly addresses the gap left open by the Xella ruling.
- Harmonised first-phase timeline — the initial assessment is capped at 45 calendar days in every member state, while the timeline for further review remains a matter of national law.
- Strengthened cooperation mechanism — member states must notify certain acquisitions to other member states and to the Commission, which may issue opinions, although the final decision-making power remains with the national authority.
- Retrospective call-in power — authorities may take up an unnotified investment retrospectively, between 15 months and five years after completion.
Because full application does not begin until 17 January 2028, national implementation — in Finland, likely as part of the forthcoming Investment Screening Act — is decisive for how strict screening is in practice in the coming years. In cross-border mandates, the progress of implementation should be tracked separately in each relevant member state.
See also
[muokkaa]- Screening of Foreign Acquisitions in Finland
- Cross-Border Competition Law Mandates and ECN Cooperation
Sources
[muokkaa]- ↑ European Court of Justice rules that foreign investment screening cannot be used as a protectionist tool within the EU, White & Case, 2023.
- ↑ The New EU FDI Screening Regulation: Key Changes and Implementation Timeline, Herbert Smith Freehills Kramer, July 2026.