Navigating FDI regulation in M&A: practical tips for spotting and addressing risks

Experts from across Herbert Smith Freehills' Global Foreign Investment Regulation Group share their insights on navigating the increasingly complex and fast-moving landscape of FDI regulation in the context of cross-border M&A.

This has become an increasingly important upfront consideration for dealmakers in recent years, amidst expansion of many existing FDI regimes as well as introduction of new ones, especially in Europe. This reflects a global trend towards greater protectionism amidst heightened geopolitical tensions and concerns around supply chain resilience, with increased use of mandatory notification obligations and lowering of notification thresholds, significant expansion of the sectors covered, and increasing risks of non-notified transactions being called in for review. The focus will be on practical guidance, drawing on the speakers' extensive experience of formulating and implementing coordinated strategies to secure global FDI clearances and successful completion, including:

• Spotting FDI risks at the outset: considering both target risk and acquirer risk, as well as highlighting unusual features of particular FDI regimes that investors need to be aware of;
• Tips for addressing FDI risks: including asking the right questions at the due diligence stage, deciding whether to make a voluntary notification if mandatory notification obligations are not triggered, how to allocate risk in deal documentation and how to approach remedies in cases where these may be required;
• Anticipating future risks: highlighting key developments on the horizon in various jurisdictions around the world, including developments in relation to outbound investment screening.

Speakers:

Veronica Roberts

Partner, UK Regional Head of Practice, Competition, Regulation and Trade 

Veronica leads the Global Foreign Direct Investment (FDI) Group and is Co-Head of the Global TMT Sector team. She also leads the firm’s UK Competition, Regulation and Trade practice at Herbert Smith Freehills. As Head of the firm’s FDI group, Veronica is an expert at co-ordinating multi-jurisdictional merger control and FDI reviews and filings for cross-border transactions and has been involved in a number of the conditional clearances issued to date under the UK's relatively new FDI (NSI) regime. Furthermore, Veronica was the only private practice lawyer to be invited to give evidence to the House of Commons when it was reviewing the first year of the UK’s NSI regime in practice. Veronica is one of only three ranked ‘Global Elite Thought Leaders’ in England in Who’s Who Legal: Foreign Investment Control 2025 and featured in Financier Worldwide Magazine's 2025 Foreign Investment & National Security Power Players.

Ruth Allen

Professional Support Lawyer

Ruth Allen is a professional support lawyer in the competition, regulation and trade practice, based in London. She provides technical advice to clients and colleagues on issues of both substantive competition law and procedure, as well as creating and sharing key know-how resources and assisting with internal and external training programmes. She previously worked as an associate in the team and has a wide range of both contentious and non-contentious experience, with a particular interest in foreign direct investment regulation.

Joe Falcone

Partner

Joe is a disputes partner and advises multi-national and domestic companies in US litigation and compliance matters. He has helped clients manage compliance and risk in connection with various US regulatory matters before both federal and state regulatory agencies. Joe advises international clients with respect to the US government's Committee on Foreign Investment in the United States (CFIUS), and leads the firm's efforts to advise clients about the potential impact of CFIUS and related issues on proposed direct or indirect US acquisitions or investments.

Stephen Dobbs

Partner

Stephen’s work centres around private M&A and other private negotiated transactions, with a particular focus on novel and bespoke transactional arrangements. He regularly advises clients on acquisitions and disposals of significant assets, major private capital investments, joint ventures and strategic alliances. Stephen’s clients include leading industrials, listed companies, investment banks and private equity funds, in Australia and overseas.

Dr Marius Boewe

Partner

Dr Marius Boewe is a Partner in the Düsseldorf office and leads the German Regulatory practice at Herbert Smith Freehills. He provides more than 20 years' experience of public and public commercial law, especially in the fields of energy, FDI, environmental and aviation law. Furthermore, his expertise encompasses diverse legal regulatory aspects as well as state aid, planning and building law. Marius advises international investors, major energy companies, large industrials, and international airlines in all regulatory aspects of their projects.

Christopher Theris

Partner

Christopher specialises in mergers and acquisitions, joint ventures, financial products and services and regulatory issues. Christopher advises international – and especially U.S.-based – clients on their transactions in France. He works with clients on mergers and acquisitions and joint ventures with a special focus on transactions in OHADA law Africa jurisdictions and buyouts in insolvency situations as well as on financial products and services and regulatory issues.

Francesca Morra

Partner

Francesca leads the Italian energy and infrastructure practice at Herbert Smith Freehills. Her extensive knowledge of the energy and infrastructure sector is based on nearly 20 years of experience advising Italian and multinational energy companies, international sponsors, project developers, private equity funds and leading investment banks on some of the most innovative and complex transactions. Her practice focuses on mergers and acquisitions, the development of projects and infrastructures and advising on competition, foreign direct investment and consumer protection issues.

Miguel Angel Barroso

Of Counsel

Miguel advises major corporations, global investment banks, equity sponsors and public entities on regulated sectors (energy, infrastructure, TMT, healthcare, transport, and digital services), public and regulatory law across its various specialisations, foreign direct investment (FDI), data protection and privacy, emerging technologies (e.g., artificial intelligence), and digital law, as well as arbitration and litigation related to these areas.

Nanda Lau

Partner

Nanda has extensive experience in advising clients on doing business in China and cross-border transactions with a China element, and also leads the Shanghai office at Herbert Smith Freehills. Nanda's practice covers a wide range of corporate and commercial work including cross-border M&A transactions, foreign direct investment, private equity, joint ventures and corporate restructurings in China. She also advises clients on general corporate and commercial matters, and regulatory issues arising from emerging technologies such as artificial intelligence (AI), autonomous driving, digital infrastructure and data.