National Security, Geopolitics and Corporate Finance
The National Security and Investment Act 2021 strengthens the government’s powers to call in and scrutinise transactions on grounds of national security. The legislation commenced on 4 January 2022. The ‘call-in power’ may be used in relation to transactions that took place on or after 12 November 2020
Other jurisdictions with similar legislation include the US, Canada, Japan, France, Germany and Australia.
National Security and Investment Act becomes Law
- Guidance on completing and registering a notification form - comprehensive guidance on the process of submitting a mandatory or voluntary notification under the National Security and Investment Act 2021
- New national security regime from 4 January 2022 - an open letter to business from Lord Callanan, Minister for Business, Energy and Corporate Responsibility (21 December 2021)
- National security bolstered as Bill to protect against malicious investment granted Royal Assent (29 April 2021)
- National security and investment: statement about exercise of the call-in power - Businesses and investors can use the statement to help assess whether their acquisition may be within scope of the call-in power
- Further guidance to help businesses understand their obligations under new laws to strengthen national security
- Links to the Act and to secondary legislation can be found here
UK Government guidance and information
- National Security and Investment Act 2021: Collection
- New National Security and Investment Act: guidance on compliance and enforcement
- National Security and Investment Act: prepare for new rules about acquisitions
- National Security and Investment Act: guidance on notifiable acquisitions
- How the National Security and Investment Act could affect people or acquisitions outside the UK
- The National Security and Investment Act alongside regulatory requirements
- National Security and Investment Act: guidance for the higher education and research-intensive sectors
- Business decision making diagram for notifying acquisitions (PDF)
Market Guidance Notes
Helpful commentary based on notifications to the UK Government
- New April 2023
David Petrie, ICAEW Head of Corporate Finance, gives evidence to the National Security and Investment Bill Committee (24 November 2020)
ICAEW's engagement with UK Government
ICAEW and its Corporate Finance Faculty have been in consultation with the UK government at all levels, including ministerial, since 2017 with the aim of encouraging a regulatory approach that promotes economic growth and increased business investment as well as more security.
- ICAEW Representation 81/21: National security and investment Act 2021, Draft Statement for section 3 (31 August 2021)
- ICAEW Representation 79/21: Power to block listings on grounds of national security (27 August 2021)
- ICAEW Representation 04/21: National Security – Mandatory Notification Sectors (6 January 2021)
- Corporate Finance Faculty: Government tightens control of foreign investment to tackle security risks (12 November 2020)
- ICAEW comment on National Security and Investment Bill (Michael Izza) (12 November 2020)
- ICAEW Representation 119/18: National Security and Investment - A consultation on proposed legislative reforms (19 October 2018)
- ICAEW Representation 04/18: National Security & Infrastructure Investment Review (9 January 2018)
Related conferences, forums and roundtables
| National Security and Investment Act - implications for businesses, investors and corporate finance | 1 December 2021 | Recorded event at Chartered Accountants' Hall, London |
| John Fingleton in conversation with David Petrie about the National Security & Investment Bill | 18 March 2021 | Recorded online event |
| David Petrie, ICAEW’s Head of Corporate Finance, speaks about the National Security & Investment Bill at The M&A Practitioners’ Summit | 24 February 2021 | About the summit |
| David Petrie, ICAEW’s Head of Corporate Finance, participated in UK M&A in a Post-COVID World (organised by ICAEW North West) | 4 February 2021 | Recorded online event |
| Outlook for M&A, Private Equity and Capital Markets – doing deals in new times | 2 December 2020 | Recorded online forum |
| Geopolitics and Global M&A Forum - Chatham House, London | 25 May 2019 | Reported: page 5, Corporate Financier, July/August 2019 |
| National Security Investment Review - ICAEW BEIS Roundtable | 3 October 2018 | Reported: page 5, Corporate Financier, November 2018 |
National Security and Geopolitics in Corporate Financier Magazine
- Top Security (Page 6, Corporate Financier, February 2022)
- The Cost of war (Corporate Financier, October 2021)
- Games with Frontiers (Corporate Financier, June 2021)
- International Insecurity – M&A, geopolitics and the UK’s new law to screen deals (Corporate Finance, February 2021)
- New World Order - global trade is changing fast, with big implications for M&A (Corporate Financier, May 2019)
- Leading from the Front - British businesses making acquisitions across the world (Corporate Financier, October 2018)
- No Entry - will the political rhetoric of protectionism create new barriers to cross-border M&A? (Corporate Financier, September 2017)
ICAEW Contacts
- David Petrie, Head of Corporate Finance, ICAEW - david.petrie@icaew.com
- Katerina Joannou, Capital Markets Manager, ICAEW - katerina.joannou@icaew.com
- ICAEW Corporate Finance Faculty
