Main content section

Ground view of large buildings in London

UK investment: Regulatory insights

Find an expert Get in touch

With acquisitions of, and investments into, UK businesses subject to increasing layers of regulatory scrutiny, this hub gathers ongoing insights on the key issues for acquirers and investors to consider.

Potential UK regulatory transaction blockers

Foreign Direct Investment (FDI)

Recent increasing global security risks and geopolitical tensions have resulted in new or strengthened FDI regimes. The UK's FDI rules take the form of the National Security and Investment Act 2021 regime: for an overview, please see our NSI Act hub.

Merger control

Closely related to FDI review, where a potential transaction meets relevant thresholds, the Competition and Markets Authority has the power to scrutinise and in some cases block the transaction before it is completed, or, in the case of a completed transaction, to require that the merging businesses are held separate.

For more information on how we can help, please visit our Merger Control page.

Public interest scrutiny

Even where a transaction does not raise competition concerns, the UK Government can intervene in mergers that raise public interest concerns in relation to the stability of the UK financial system, maintaining the UK’s capability to combat, and to mitigate the effects of, public health emergencies, and media plurality.

While not necessarily blockers to a transaction, other key issues that investors or acquirers of UK businesses need to consider include:

Transparency of ownership of UK shares and property: the UK's PSC Register and Register of Overseas Entities require disclosure of the ultimate owners and controllers of UK corporates and overseas entities holding qualifying UK real estate.
Transparency of foreign power directed activities in the UK: the UK's newest public register, the Foreign Influence Registration Scheme requires registration of certain arrangements with foreign powers and foreign power-controlled entities.
Change of control of financial firms: some transactions will require approval under the Financial Services and Markets Act 2000 financial controllers regime governing changes in control of authorised financial firms.
Tax structuring reporting: certain transactions may have implications under the UK's rules requiring reporting of certain structures and arrangements designed to avoid tax.
Re-domiciliation: the future potential for re-domiciliation of overseas entities into the UK.

Beyond the scope of this hub, other considerations will apply in the context of publicly listed target companies, including for example the Takeover Code and additional requirements imposed by the UK's Financial Conduct Authority and Prudential Regulation Authority.

NSI Act

For an overview of National Security and Investment Act regime, please see our NSI Act hub. The hub offers an examination of the Act's mandatory and voluntary regimes and includes a checker tool to help you understand whether notification under the NSI Act is likely to be required for a transaction. We can also offer bespoke training on the regime.

Visit the hub

Merger control

Our Competition Law team regularly advises clients on all aspects of merger control law, including jurisdictional and strategic assessments, drafting merger notifications, and advising third parties on tactical submissions as well as requests for information from merger control authorities.

Find out more

Register of overseas entities

Our guide to the UK's Register of Overseas Entities discusses covers the key beneficial ownership disclosure obligations of overseas entities which own or purchase UK property, including the various reforms that continue to be made to the regime.

Download

Landing in the UK

There are a host of other considerations for an investor in the UK, which will apply whether the investor is foreign or domestic. Our "Landing in the UK Handbook" covers key topics from choosing the optimum business structure to benefit your company, to how to comply with the latest employment, property and data protection laws.

Download

Global reach

Our Corporate and Competition lawyers regularly collaborate in advising on all aspects of FDI rules and merger control in the UK. While this hub focuses on UK regulatory issues, we work closely with our global network of advisers in other countries to provide a seamless service on cross-border transactions that engage similar rules in other jurisdictions, including multi-jurisdictional analysis and coordinated filings.

Get in touch