Why has foreign direct investment (national-security) screening become a major M&A consideration, and how do you manage it?
A core M&A Advisory interview question — asked in analyst and associate interviews across IB, PE, and the Big 4.
THE SHORT ANSWER
Governments have expanded FDI / national-security screening (US CFIUS, the EU FDI screening framework, Germany's AWG/AWV, the UK's National Security and Investment Act, and many others) to review and potentially block or condition foreign acquisitions of sensitive assets — critical infrastructure, technology, data, defense, and increasingly broad 'strategic' sectors. It matters because these regimes now catch many cross-border deals, some are mandatory and suspensory (you can't close before clearance), penalties for non-filing are severe, and a review can block a deal, force divestitures/mitigation agreements, or impose conditions — adding timing and certainty risk alongside antitrust. To manage it: screen the target's activities against each relevant regime early, determine where filings are mandatory vs advisable, build the timeline into the deal (it can run months and in parallel with antitrust), and allocate the risk in the SPA — conditions precedent, efforts/'hell-or-high-water' standards, long-stop dates, and break fees for a national-security prohibition. For sensitive acquirers (state-linked, certain jurisdictions) the risk is higher and may shape whether to bid at all.
WHAT INTERVIEWERS LISTEN FOR
- ✓Expanded regimes (CFIUS, EU/German/UK) review foreign acquisitions of sensitive assets
- ✓Often mandatory and suspensory; can block, condition, or force divestiture
- ✓Screen early, map mandatory filings, build into timeline alongside antitrust
- ✓Allocate risk via CPs, efforts standard, long-stop, break fees
COMMON MISTAKES
- ✗Treating FDI screening as a formality
- ✗Missing a mandatory suspensory filing
- ✗No SPA risk-allocation for a national-security block
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