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  • 1.

    Policies and practices
    What, in general terms, are your government’s policies and practices regarding oversight and review of foreign investment?

  • 2.

    Main laws
    What are the main laws that directly or indirectly regulate acquisitions and investments by foreign nationals and investors on the basis of the national interest?

  • 3.

    Scope of application
    Outline the scope of application of these laws, including what kinds of investments or transactions are caught. Are minority interests caught? Are there specific sectors over which the authorities have a power to oversee and prevent foreign investment or sectors that are the subject of special scrutiny?

  • 4.

    How is a foreign investor or foreign investment defined in the applicable law?

  • 5.

    Special rules for SOEs and SWFs
    Are there special rules for investments made by foreign state-owned enterprises (SOEs) and sovereign wealth funds (SWFs)? How is an SOE or SWF defined?

  • 6.

    Relevant authorities
    Which officials or bodies are the competent authorities to review mergers or acquisitions on national interest grounds?

  • 7.

    National interest
    Notwithstanding the above-mentioned laws and policies, how much discretion do the authorities have to approve or reject transactions on national interest grounds?

  • 8.

    Jurisdictional thresholds
    What jurisdictional thresholds trigger a review or application of the law? Is filing mandatory?

  • 9.

    National interest clearance
    What is the procedure for obtaining national interest clearance of transactions and other investments? Are there any filing fees? Is filing mandatory?

  • 10.

    Securing approval
    Which party is responsible for securing approval?

  • 11.

    Review process
    How long does the review process take? What factors determine the timelines for clearance? Are there any exemptions, or any expedited or ‘fast-track’ options?

  • 12.

    Clearance penalties
    Must the review be completed before the parties can close the transaction? What are the penalties or other consequences if the parties implement the transaction before clearance is obtained?

  • 13.

    Involvement of authorities
    Can formal or informal guidance from the authorities be obtained prior to a filing being made? Do the authorities expect pre-filing dialogue or meetings?

  • 14.

    Facilitating clearance
    When are government relations, public affairs, lobbying or other specialists made use of to support the review of a transaction by the authorities? Are there any other lawful informal procedures to facilitate or expedite clearance?

  • 15.

    Post-closing powers
    What post-closing or retroactive powers do the authorities have to review, challenge or unwind a transaction that was not otherwise subject to pre-merger review?

  • 16.

    Substantive test
    What is the substantive test for clearance and on whom is the onus for showing the transaction does or does not satisfy the test?

  • 17.

    Consulting other countries
    To what extent will the authorities consult or cooperate with officials in other countries during the substantive assessment?

  • 18.

    Other relevant parties
    What other parties may become involved in the review process? What rights and standing do complainants have?

  • 19.

    Prohibition and objections to transaction
    What powers do the authorities have to prohibit or otherwise interfere with a transaction?

  • 20.

    Mitigating arrangements
    Is it possible to remedy or avoid the authorities’ objections to a transaction, for example, by giving undertakings or agreeing to other mitigation arrangements?

  • 21.

    Challenge and appeal
    Can a negative decision be challenged or appealed?

  • 22.

    Confidential information
    What safeguards are in place to protect confidential information from being disseminated and what are the consequences if confidentiality is breached?

  • 23.

    Relevant recent case law
    Discuss in detail up to three recent cases that reflect how the foregoing laws and policies were applied and the outcome, including, where possible, examples of rejections.

  • Updates and trends

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