Non-U.S. Foreign
Direct Investment
Reviews
Skadden has extensive experience with non-U.S. national security review
processes involving foreign direct investments (FDI), including in Canada,
the European Union, the U.K., France, Germany, Russia, Australia andJapan. We have counseled entities based in the U.S. as well as overseas— including purchasers, sellers, minority investors, financial institutions,private equity consortia and other institutional investors — in some of thelargest and most complex international transactions.

We offer a holistic perspective on varying FDI control regimes worldwide. Whether a country imposes mandatory FDI notification requirements, allows for voluntary notification or a combination of both,
Skadden provides clients with a globally coordinated and informed
view of the regulatory risks and processes involved. We also guidecompanies on different countries' review priorities, from those thatconcentrate on national security and critical infrastructure concerns toothers that emphasize economic impacts and industry-specific issues.
Our attorneys are well-versed in the notification processes and timelines associated with reviews, and we stay abreast of developments,trends and reform efforts impacting foreign investment controls inNorth America, Europe and Australia. As part of the firm’s global
platform, our team includes worldwide attorneys advising on FDI
issues in various jurisdictions. Additionally, we have extensive experience managing the review processes in multijurisdictional contexts,
where foreign buyers must obtain similar authorizations from multiple
foreign national authorities or agencies, including the Committee on
Foreign Investment in the United States (CFIUS).
United Kingdom

Skadden’s U.K. national security team is uniquely equipped to guideclients on the country’s developing foreign investment regime andthe wide-ranging changes introduced by the National Security andInvestment Act, impacting how transactions are planned, structured
and implemented. Our team possesses strong experience in national
security, transactional and antitrust matters. We have successfully
worked with the government’s Investment Security Unit in addressing national security considerations arising in complex, multijurisdictional transactions involving the U.K.

Our team in London has helped clients navigate their way throughthe U.K.’s new national security regime in transactions across a
range of different sectors, including defense, aviation, transport,logistics, medical, data processing, IT services and cybersecurity.
FranceAttorneys in Skadden’s Paris office regularly advise foreign buyers
on cross-border M&A transactions triggering French foreign
investment control, and we have significant experience navigating
reviews before the country’s authorities. Our work obtaining French
foreign investment clearance has increased as the country’s mandatory preclosing approval scheme has expanded to cover key strategic
sectors, critical infrastructure and technologies, and other economic
security matters, in addition to national defense and public security.
We have negotiated mitigation agreements across a full range ofindustries, including defense, aeronautics, public security, telecommunications, transportation, energy, health care, IT servicesand technology. Our attorneys bring to each client’s situation astrong understanding of the overall French institutional framework,
including the interplay between the foreign investment office at theMinistry of the Economy and Finance, governmental agencies overseeing national defense and security matters, economic intelligence
services, and other relevant ministries and agencies.

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Non-U.S. Foreign Direct Investment Reviews
Continued

GermanyJapan

Our attorneys in Germany have deep experience obtaining clearances under the country’s robust and evolving FDI regime, which
particularly emphasizes the review of transactions in the defense
and other security-sensitive areas, and has grown through frequent
expansions to include the medical device and high-tech industries.
We are well-positioned to guide companies through the complex
legal framework before, during and after the initiation of review
proceedings in order to deliver the best approach to each transaction. Our Frankfurt-based lawyers frequently act before the Federal
Ministry of Economic Affairs and Energy — the competent authority for German FDI reviews — in multijurisdictional transactions
across all industries.

Our attorneys in Tokyo regularly advise foreign buyers on cross-border M&A transactions triggering Japanese foreign investment
control, which the government recently tightened to include transactions involving Japanese targets engaged in “core sectors,” such as
dual-use technologies and cybersecurity. We have significant experience obtaining clearance from the Japanese FDI regulatory body.

AustraliaAlthough Skadden does not practice Australian law — or the lawof any of its states — we routinely work closely with local counsel
to navigate complex Australian Foreign Investment Review Board(FIRB) filings. Our attorneys have first-hand experience with
contentious and high-profile reviews, and we draw on our work with
Australian counsel to provide clients a globally integrated understanding of regulatory issues and procedures. With recent changes
focused on national security businesses and a mandatory filingregime for investors with minority government ownership, Australia’s FDI framework requires early consideration of potential FIRB
filings in order to manage competitive deal dynamics and transaction timelines.
European Union

Our European team is well-equipped to manage potential complexities arising from cross-border transactions involving multi-foreign
investment filings within the European Union. We help clients
follow an integrated and coordinated approach to navigating theEU’s framework for screening inbound foreign investments, which
introduces the possibility of heightened disclosure obligations
during the FDI filing processes in certain member states and potentially impacts the timing of national foreign investment reviews.

CanadaWhile Skadden does not practice Canadian law, we regularly engage
with local counsel on cross-border M&A transactions that trigger
filings under the Investment Canada Act (ICA). Our attorneys havesignificant experience representing clients in transactions involving
key areas of focus for the Canadian government, including sensitive technology and personal data. We often work with Canadiancounsel to guide our clients as they navigate the risks associatedwith ICA filings and recent updates to the government’s guidance
regarding ICA reviews.
RussiaOur attorneys have extensive experience assisting our international
clients with various matters relating to FDI regulatory clearance
under Russia's Strategic Enterprises Law and Foreign Investments
Law. We regularly provide in-depth analysis on whether FDI
regulatory approvals are required and assist our clients through allstages of preparing an application and working with the regulatory
authorities in Russia to obtain such approvals with no (or minimum)
restrictive conditions.
In cases where the need for an approval may be triggered for a
global transaction or internal restructuring, we advise our clientson options for best addressing Russian regulatory jurisdiction andconcerns. In addition, in situations where it is unclear if a transaction requires FDI regulatory approval, we work with Russian authorities to obtain formal clarifications that no such regulatory approvalis required. Our experience includes advising clients investing in theenergy, industrials, telecommunications, health care and pharmaceuticals sectors. Since 2007, we have successfully obtained almost 60
competition and foreign investment control (strategic enterprises)
clearances in Russia for our international clients.

2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates