On 11 December the Council and the European Parliament reached political agreement on the revised EU FDI Screening Regulation. Until now screening has been optional at member-state level, and several CEE countries have run light or partial regimes. That changes.
The main points.
Every member state must screen foreign investments in a minimum list of sectors: dual-use and military goods, AI, quantum, semiconductors, critical raw materials, critical energy, transport and digital infrastructure, and some financial entities.
Investments routed through an EU subsidiary of a non-EU investor are caught. What counts is the nationality of the ultimate owner.
There will be a harmonised procedure and timetable, a shared database and, if enough member states ask for it, a single filing portal.
The rules apply 18 months after the regulation enters into force, so realistically from 2027 or 2028.
For anyone selling a CEE company to a buyer from outside the EU - and that includes US, UK, Swiss, Gulf and Asian money - an FDI filing becomes a standard condition precedent. Three points to build into the process.
Timetable. A filing adds weeks, sometimes months, between signing and closing. Price the delay into the locked-box or completion-accounts mechanism.
Certainty. Agree upfront who bears the risk of a refusal or of conditions the buyer will not accept. A break fee for regulatory failure is now a normal ask.
Buyer selection. When two offers are close, the one that does not need a filing may be worth more on a risk-adjusted basis.
The backdrop is a market that is concentrating. EY’s CEE M&A Barometer for the third quarter shows 274 deals, down 28% by number, but USD 16.4 billion by value, up 54%. Inbound value rose 278%. Foreign buyers are paying up for fewer, larger assets - which is exactly the flow the new rules will screen.
(Sources: Council of the EU press release, 11 December 2025; EY CEE M&A Barometer Q3 2025)