The EU FSR filing forms have been adopted and the regime is now in effect. Businesses must prepare to notify qualifying M&A deals and public tenders from October 12.

This alert provides an overview of the FSR’s rules, procedures and filing requirements.

On July 19, Cleary Gottlieb and Oxera will host a webinar on practical steps to comply with the FSR: the form requirements, how to start collecting information and how to assess risk in specific cases. If you would like to attend, please contact Ulrike Lerche.

Transactions signed on or after July 1, 2023, involving Belgian entities active in sensitive sectors may now trigger notification under Belgium’s comprehensive Foreign Direct Investment (“FDI”) screening mechanism.

Belgium’s recently implemented FDI rules include a mandatory and suspensory screening regime that aims to safeguard public order and national security in Belgium as well as the strategic interests of Belgium’s federated entities. The regime applies to investments by non-EU investors in entities active in specific sectors in Belgium. It may well capture an unexpectedly large number of deals due to various ambiguities in the legal texts, in part resulting from Belgium’s constitutional complexities.

Please click here to read the full alert memorandum. 

On June 23, 2023, the European Union published its 11th package of sanctions in relation to Russia. In addition to adding 71 individuals and 33 entities to the list of designated persons which are subject to sanctions, the new package fine-tunes the existing regime, with extensions primarily aimed at combatting circumvention more effectively and an increased emphasis on the cooperation between Member States regarding the sharing of information and best practices, as well as a few further clarifications to existing prohibitions.

Please visit our blog for the latest updates reflecting the 11th package and more information: Sanctions Developments Resulting From the Conflict in Ukraine – European Union. We are updating this page on a regular basis as the situation develops.

If you have any questions concerning the information provided in this memo, please feel free to contact this blog post’s co-authors or your regular contacts at the firm.

On June 1, 2023, the Dutch foreign direct investment (“FDI”) screening regime entered into force, introducing a mandatory and suspensory screening regime for direct and indirect investments in companies in the Netherlands by European (including Dutch) and non-European investors. 

Continue Reading Dutch Foreign Direct Investment Screening Regime Enters Into Force

Since the current Italian cabinet was sworn-in in October 2022, it has applied the Italian foreign direct investment (“FDI”) regime in a few relevant cases, which appear to be the bellwether of the new government’s approach to FDI review.

Continue Reading Italian FDI, When the Government May Rewrite Corporate Governance

Distributors of cattle, cocoa, coffee, oil palm, rubber, soy, wood and derived products will be subject to increased supply chain due diligence

Deforestation and forest degradation are drivers of climate change and biodiversity loss. Between 1990 and 2020, 420 million hectares of forest – an area larger than the European Union – were lost due to deforestation, the Food and Agriculture Organization of the United Nations (FAO) reported. The EU is responsible for 7-10% of global consumption of deforestation-linked crops and livestock products.

Continue Reading EU Approves Ban on Products Linked to Deforestation

On May 22, 2023, the President of Russia signed Decree No. 364 (“Decree 364”) On Certain Amendments to Decree of the President of Russia No. 430 dated July 5, 2022 (“Decree 430”) requiring Russian businesses who have issued Eurobonds to issue replacement securities to enable holders whose bonds are held through Russian depositaries to receive payments.

Continue Reading Russian Obligors Are Required to Issue Russian Bonds Replacing their Eurobonds

On 19 May 2023, the UK expanded its list of Designated Persons under the Russia (Sanctions) (EU Exit) Regulations 2019 by adding 86 new persons, comprising 42 individuals and 44 Russian legal entities. The newly Designated Persons are primarily involved with, or linked to, the defense, transportation, extraction, metallurgy, financial and agricultural sectors of the Russian economy. This expansion of sanctions appears to follow the G7 Leaders’ Statement on Ukraine, which was also issued on 19 May.

Continue Reading UK Russian Sanctions Expanded Following G7 Summit

On April 25, 2023, the President of Russia signed Decree No. 302 On Temporary Management of certain assets, including movable and immovable assets and equity interests in the capital of Russian legal entities, that appoints the Federal Agency for State Property Management as the temporary manager of such assets and allows the agency to exercise all the rights of the owner of such assets, other than to dispose of the assets.

Continue Reading Tit for Tat Continues, or Further Russian Countersanctions That Allow Nationalization of Assets of Persons From Unfriendly States

The first few months of 2023 have seen significant developments in the FDI landscape that will have a major impact on cross-border transactions. Deal makers need to be aware that the scope of FDI control is increasing:

  • With the United States taking major steps towards implementing an outbound FDI screening mechanism (which are echoed in Europe) and the European Commission further developing the EU Foreign Subsidies Regulation, new game changing regulatory frameworks take clearer shape.
  • Following the EU Commission’s calling of recent years, by the end of the year almost all EU member States will have adopted a national FDI screening regime.
  • On 27 April 2023, the UK Government published updated guidance that reflects its developing practice. Since January 2022, five transactions have been prohibited and 10 deals have been cleared subject to remedies.
Continue Reading Cleary Gottlieb FDI Newsletter: January–April 2023