{"id":23909,"date":"2026-06-29T10:00:08","date_gmt":"2026-06-29T08:00:08","guid":{"rendered":"https:\/\/wiersholm.no\/en\/?post_type=newsletter&p=23909"},"modified":"2026-06-29T14:21:28","modified_gmt":"2026-06-29T12:21:28","slug":"navigating-the-new-eu-fdi-screening-regulation-in-norwegian-ma-2","status":"publish","type":"newsletter","link":"https:\/\/wiersholm.no\/en\/newsletters\/navigating-the-new-eu-fdi-screening-regulation-in-norwegian-ma-2\/","title":{"rendered":"Navigating the new EU FDI Screening Regulation in Norwegian M&A"},"content":{"rendered":"

Navigating the new EU FDI Screening Regulation in Norwegian M&A<\/h1>\n\n

The EU has recently adopted a new Foreign Direct Investment (FDI) framework. In Norway, several parallel legislative and policy processes are underway, each of which may affect Norwegian transactions and cross-border transactions involving Norwegian companies or assets.<\/p>\n\n\n

In this newsletter, we take a closer look at the new rules and their implications for sensitive, cross-border M&A processes. The authors’ message is clear: FDI screening has become an increasingly established factor that may affect deal timetable, conditionality, remedies, termination rights and risk allocation in almost any transaction. <\/p>\n\n\n\n

Wiersholm has extensive experience advising on FDI issues in Norwegian and cross-border deals, including leading complex processes, conducting multi-jurisdictional filing assessments and handling notification processes. Wiersholm continues to monitor developments closely.<\/p>\n\n\n\n

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Executive Summary<\/h2>\n\n\n\n

The EU has adopted a revised Foreign Direct Investment Screening Regulation (the “EU FDI Regulation<\/strong>“), replacing the 2019 framework and moving the EU from a coordination model towards a mandatory baseline for national screenings across all Member States. For M&A, the key point is practical: FDI screening has become an increasingly established factor that may affect deal timetable, conditionality, remedies, termination rights and risk allocation in almost any transaction.<\/p>\n\n\n\n

Norway has traditionally operated an FDI regime that is distinct from those of EU Member States, with the key jurisdictional question being whether the target has a sufficient nexus to the Norwegian National Security Act (the “Norwegian FDI Regime<\/strong>“). Unlike many EU screening regimes, the Norwegian FDI Regime has not been built around predefined sensitive sectors triggering mandatory notification. Instead, it has largely followed an entity-specific approach, which can make the analysis less predictable and, in some cases, difficult to reconcile with the commercial risk assessment in a transaction.<\/p>\n\n\n\n

At the same time, the Norwegian authorities have retained broad call-in powers. From a deal perspective, this can make Norwegian FDI risk difficult to diligence, price and allocate, particularly in cross-border transactions involving sensitive assets, infrastructure, technology or data.<\/p>\n\n\n\n

As Norway is not an EU Member State, the EU FDI Regulation will not be directly binding. This does not mean, however, that it can be disregarded in Norwegian M&A processes or in international transactions with a Norwegian nexus. The direction of travel in the EU is relevant for how investors, sellers, lenders and advisers assess execution risk, transaction conditionality and regulatory timetables in deals involving Norway. In parallel, legislative work is ongoing in Norway with a view to introducing a more comprehensive FDI framework than the current Norwegian FDI Regime.<\/p>\n\n\n\n

This article will therefore consider the key features of the EU FDI Regulation, its relationship with the Norwegian FDI Regime, and the impact of both regimes on Norwegian M&A processes.<\/p>\n\n\n

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