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Multi-Country Filings under the new EU FDI Screening Regulation: Sunnier Days for Investors?
Multi-Country Filings under the new EU FDI Screening Regulation: Sunnier Days for Investors?
30 July 2026
Series
Blogs
30 July 2026
Authors: Christoph Barth, Elisha Kemp, Stephanie Coleman, Tim Castorina
This is the third and final post in our pre-summer mini-series on the new EU FDI Screening Regulation. In our first post, we looked at what the final text changed and where it went further than earlier coverage suggested. Our second post mapped the seven sectors now subject to mandatory prior authorisation. This post turns to the practical impact on multi-jurisdictional transactions.
For investors acquiring businesses with a footprint across multiple EU Member States, the old EU FDI screening framework, which allowed for significant differences in national screening requirements and processes, was a well-documented source of frustration. Since the Regulation first came into force in 2019, multi-jurisdictional notifications have accounted for between 19% and 36% of all notifications each year. The OECD has criticised the lack of rules catering to multi-jurisdictional transactions from as early as 2022, with some raising concerns that the lack of alignment between Member States has led to critical cases being missed. This absence of clear and synchronised expectations around collective security obligations was one of the main impetuses for the reforms (see our earlier blog).
In practice, the lack of clarity surrounding individual national regimes has created a knock-on effect across borders. A clear example is the Italian golden power regime, where the scope of what triggers a filing has long been uncertain and the sanctions for a missed filing are significant. Where investors were compelled to file in Italy out of caution, the resulting notification to the cooperation mechanism increased the risk of detection in other Member States where the filing position was borderline, but where there might otherwise have been more comfort in not filing. The introduction of Sweden’s very broad screening regime amplified this dynamic further. While the cooperation mechanism did not bring about proper harmonisation of substantive requirements, it did contribute to a de facto expansion of filing obligations across the EU, driven not by aligned rules but by uncertainty at the Member State level.
The new Regulation directly targets this gap, but the picture is mixed. On the sector side, meaningful harmonisation has been achieved: the Regulation introduces a mandatory minimum scope of sectors subject to prior authorisation across all Member States (see our previous blog post for a summary), and the Commission appears to have taken considerable care to define those sectors with precision. This should, over time, give investors greater certainty when assessing whether a filing obligation is triggered – at least, that is the intention. On the procedural side, however, many of the changes described below are primarily designed to equip the European Commission with better tools for a more holistic and parallel assessment of multi-jurisdictional transactions – instead of simplifying the process for investors directly. The key question remains whether these reforms will genuinely change the dynamic described above, or whether the practical reality of divergent national regimes will persist beneath the new procedural framework.
The updated Regulation includes an “endeavour” on the person making the filing to do so in all Member States concerned on the same day, with each filing making reference to the other filings. There is also a requirement for the respective Member States to “endeavour” to send their notifications to the cooperation mechanism on the same day.
The background to this change is instructive. Under the old framework, different Member States initiated the cooperation mechanism at very different points in their national review processes. Some – Austria being a prominent example – notified the Commission at the very outset, largely because their domestic procedural timelines did not allow for a later initiation. Others – Germany, for instance – only triggered the cooperation mechanism at the in-depth review stage, sometimes months after the national review had begun.
Since regulatory filings in a typical M&A transaction tend to be submitted at around the same time across jurisdictions, this meant that the Commission received notice of the same deal at widely different points in time. The Commission has argued that this created significant inefficiencies – when it engaged early (e.g. in Austria), it did not yet have full visibility of the deal’s implications in other Member States. There is some truth to this, although under the existing framework the so-called “Form B” submitted alongside national filings already gave the Commission a degree of visibility over parallel proceedings in other jurisdictions, and a target’s activities in one Member State may in any event differ materially from those in another.
Earlier drafts of the revised Regulation went further and would have required filings to be submitted on the same day – a hard obligation that would effectively have allowed the slowest jurisdiction (in terms of filing preparation) to determine the filing timeline for all others. The final text reflects a compromise: the “endeavour” standard introduces a clear expectation of near-simultaneous filing, whilst avoiding the rigidity that a hard same-day obligation would have imposed.
The Regulation also allows for an “EU portal” to be created, which would enable the electronic filing of notifications through a single platform. At least nine Member States must request it before it is created, and only notifications to those Member States that opt in will be possible, but this could allow for a more streamlined and coordinated filing process – as well as a more coordinated screening process. For investors, however, there is currently a lack of clarity around what information would be stored in such a portal, for how long it would be retained, and who would have access to it. If and when such a portal is created, greater transparency around its scope and data governance arrangements would be highly welcome.
Takeaway: Although the “endeavour” standard leaves some flexibility, investors should treat near-simultaneous filings as the expected norm and coordinate closely with local counsel across all relevant jurisdictions well in advance of filing day. The practical challenge will be to reconcile the push for synchronised filings with the differing pre-notification requirements, filing formats, and information demands of individual Member States – each of which will continue to operate under its own national regime.
Early Commission engagement
At the outset, Member States are expected to discuss whether the conditions for notification are met when they receive a filing. At the request of a Member State, the Commission may participate in such coordination. This optional Commission involvement at an early stage may be particularly useful where a large number of Member States are involved.
However, there is genuine scepticism as to whether Member States will, in practice, actively give the Commission a say when it comes to the scope of their national regimes. The question of whether a filing obligation is triggered in a given Member State is fundamentally a matter of national law, and Member States have historically guarded their discretion in this area. Inviting the Commission into that assessment at an early stage would, in effect, allow it to influence the reach of national screening mechanisms – a step that many Member States may be reluctant to take.
Aligned information gathering
When a Member State notifies the Commission and the other Members States through the cooperation mechanism, the notified parties can request additional information. Where several Member States receive such requests, they should “endeavour” to provide all the information simultaneously. This is a small but practically important discipline that aims to reduce the risk of parallel reviews falling out of step during the information-gathering phase.
Coordinated procedure – including for decisions and remedies
Member States are expected to coordinate closely throughout the procedure and should “endeavour” to discuss whether their decisions are compatible with one another and adequately address the identified risks to security or public order. This has direct practical significance, as where conditions or remedies are being negotiated in more than one jurisdiction simultaneously, there will now be a formal expectation that those measures are cross-checked for coherence.
Additionally, the Commission can propose mitigating measures by issuing an opinion. Member States that diverge from a Commission opinion will need to provide written reasons within the cooperation mechanism – a factor likely to bear on decision-making well before formal decisions are issued. Where a Commission opinion is issued proposing specific measures, investors should expect those proposals to feature prominently in national decision-making, as any divergence will need to be justified in writing.
Notably, where the Commission considers that two or more foreign investments taken together pose a risk to security or public order, it can issue opinions addressed to all relevant Member States simultaneously, flagging a “systemic” risk. For multi-country transactions, this is a significant new tool that could lead to coordinated interventions across jurisdictions.
Submission of confidential information
A further novel feature is that third-party stakeholders may now confidentially submit information on investments under review. In practice, there have already been instances of third parties seeking to leverage ongoing foreign investment reviews for their own commercial benefit – though this remains relatively uncommon, not least because there are no public case registers and there is generally very little visibility as to whether a filing is pending in any given jurisdiction. That lack of transparency is not accidental: foreign investment screening concerns public order and national security, i.e. matters squarely within Member State competence, to which third parties would not ordinarily have standing to contribute towards.
Third-party submissions in this context therefore tend not to be driven by genuine security concerns but rather by an attempt to “free ride” on FDI proceedings for commercial advantage. The formalisation of a stakeholder submission mechanism under the new Regulation could change this dynamic – particularly in multi-country transactions, where competitors or other interested parties could seek to intervene across multiple jurisdictions simultaneously. Whether this tool will be used responsibly or becomes a vehicle for strategic disruption remains to be seen.
A greater need for transparency
A genuine concern with increased coordination is the lack of transparency around the screening mechanism. Investors are not afforded a due right to be heard in respect of Commission submissions to Member States, which are typically classified as “EU Restricted” and not shared with transaction parties. While it is understandable that FDI reviews may involve information originating from highly sensitive sources – including intelligence agencies – the screening mechanism itself is, and remains, largely a black box.
At the Member State level, there is some right to be heard, and in certain jurisdictions concerns are articulated to investors, albeit often only at a high level and in rather generic terms. The result is that transaction parties have limited ability to engage meaningfully with the substance of any concerns raised, or to propose tailored remedy measures – including measures that may deviate from or go beyond established practice. It would be very welcome if both the Commission and Member States were to consider, in good faith, how overall transparency around the cooperation mechanism could be further increased without compromising genuinely sensitive information.
Takeaway: Investors and their advisers should think carefully about whether conditions being discussed in one Member State could conflict with, or need to be calibrated against, those being negotiated elsewhere. The limited transparency around the cooperation mechanism makes this particularly challenging: investors may find themselves negotiating remedies in one jurisdiction without full visibility of what the Commission or other Member States have proposed behind the scenes.
Initial Reviews
All Member States must now undertake an initial review of the investment within 45 calendar days following the filing to decide whether an in-depth review is necessary. This harmonised deadline provides a clearer and more predictable timeframe than existed under the old framework – and alongside the same day filing requirement, should provide more timing certainty for investors, at least initially.
However, a practical wrinkle to watch is the interaction between the 45-day Phase I window and the EU cooperation mechanism’s own response deadlines. Under the staggered system, other Member States have up to 20 calendar days (from receipt of the notification through the cooperation mechanism) to submit comments, and the Commission has up to 30 calendar days to issue an opinion – each extendable by a further 20 days. The screening Member State cannot adopt its decision until these deadlines have passed.
In multi-country transactions, this could push the overall Phase I timeline well beyond 45 days, making a Phase II investigation effectively unavoidable – even for investments that might otherwise have been cleared at Phase I. A further practical consequence of the harmonised 45-day deadline relates to the loss of flexibility that existed under some national regimes. Previously, where a national review required a little more time in Phase I to allow for clearance, parties were often able to agree voluntary deadline extensions with the relevant Member State. This mechanism is now gone.
Consequently, the rigid 45-day cap is likely to result in more technical Phase II investigations being initiated simply because certain information is still outstanding at the end of Phase I, rather than because the transaction raises genuine prima facie concerns. There are ongoing considerations at Member State level as to how to address this, with a view to maintaining a high share of Phase I clearances and ensuring that only cases which raise substantive concerns proceed to an in-depth investigation. It remains to be seen how national-level reforms will achieve this.
In-depth investigations
Previous iterations of the draft Regulation did not introduce a deadline for the in-depth investigation, and the finalised Regulation has not filled this gap. Uncertainty therefore remains around the timing of in-depth investigations, and this is a significant limitation that investors involved in complex or sensitive transactions will need to plan around.
This is not a theoretical concern: there are known cases in which FDI reviews have lasted a year or longer, and in some instances have resulted in transactions hitting their long stop date – a particularly critical issue for public takeovers, where long stop dates are typically fixed and cannot easily be extended. The absence of a Phase II deadline also creates a perception that a Member State could use the timeline to its advantage, deliberately delaying proceedings and thereby generating uncertainty around a particular transaction. This genuine concern remains on the table and is unaddressed by the new Regulation.
Decisions
Involved Member States should “endeavour” to align the timing of their respective screening procedures, including the adoption of their respective screening decisions. This soft obligation to align decision timing is welcome, as it is difficult to see why decision timetables would need to be fully synchronised. There may be perfectly legitimate reasons why one proceeding moves faster than another – for example, where a target has manufacturing and R&D operations in one country but merely sales or service activities in another, the latter review will naturally be less complex and sensitive. Requiring artificial alignment in such cases would simply slow down proceedings that could otherwise be resolved swiftly. Fortunately, the “endeavour” standard preserves some flexibility, and the hope is that Member States will handle this pragmatically.
Call-in powers
All Member States must now be able to review non-notified transactions for at least 15 months (and up to five years) after completion. For multi-country deals, this means that even if a filing was not required in a particular jurisdiction, the risk of a retrospective call-in in that country remains for an extended period – and the Regulation does not require Member States to implement voluntary filings that would let investors manage this uncertainty.
Takeaway: For multi-country transactions, the “endeavour” to align decision timing should reduce the risk of one jurisdiction clearing a deal whilst another remains in active review, but it does not eliminate it. Investors should build flexibility into deal timetables, particularly for transactions involving sensitive sectors likely to trigger in-depth investigations. At the same time, where a target’s activities vary materially across jurisdictions, investors and their counsel should not hesitate to make the case for differentiated timelines where that serves the interests of an efficient review.
Investors will have some lead time to navigate this new process, as Member States have until 17 January 2028 to embed these new “endeavours” into their national screening mechanisms. This 18-month window gives market participants time to prepare, but also means that implementing rules, guidance and national transposition measures are still to come.
Some scepticism is warranted as to whether the new framework will fundamentally change the dynamic that has driven the expansion of filing obligations in recent years. Much will depend on how Member States transpose the Regulation into their respective national laws and, critically, whether they are willing to trade some of the broad discretion they currently enjoy in applying their own regimes for greater legal clarity – to the benefit of investors. If Member States continue to maintain or expand the grey areas in their national screening rules, the over-filing incentive will persist, and the cooperation mechanism may continue to act as a multiplier of filing obligations rather than a tool for genuine coordination.
Stay tuned: the time after summer is shaping up to be a busy period. At the national level, a flurry of transposition measures and implementing reforms is expected as Member States work to bring their screening regimes in line with the new Regulation. At the EU level, there is considerable movement around a range of complementary tools – from the Industrial Accelerator Act to broader discussions on economic security – that could reshape the regulatory landscape further. Market participants should monitor the proposed Industrial Accelerator Act, which would introduce a parallel screening layer for high-value foreign investments (above EUR 100 million) in certain strategic sectors, initially covering electric vehicles, batteries, solar, and critical raw materials. If adopted, this could create dual screening obligations for qualifying multi-country transactions.
We will be tracking these developments closely and will report back after the summer.