《工业加速器法案》：欧盟的外国投资框架

The EU’s Foreign Investment Framework 4 March 2026 On 4 March 2026, the European Commission(EC) published its legislative proposal for a Furthermore, the local-input requirement has beenmoderated into a published value-chain strategy governedby an “endeavour” benchmark rather than a rigid quota. Theinstitutional mechanics are similarly refined. The EC will notpossess a general veto; however, the framework provides a The regulation would aim to improve the EU internal marketby establishing a framework supporting the development,competitiveness and resilience of the EU’s manufacturingsector. Four distinct chapters would aim to address fourseparate policy areas: creating enabling conditions for Chapter IV on FDI The application of the regime as set out in the newlypublished proposal is governed by a set of narrow andcumulative criteria that restrict the number of transactions Under this regime, certain large-scale foreign directinvestments (FDI) in designated manufacturing sectors would •Battery technologies and the value chain for battery energy For investors, the regime creates an execution risk thatfunctions like a suspensory merger filing. If an investmentfalls within scope, the parties cannot close the transactionuntil the investment authority of the member state issuesa reasoned decision. This decision follows an EU-level •Pure electric vehicles, off-vehicle charging hybridelectric vehicles and fuel-cell electric vehicles, including •Solar photovoltaic technologies •Extraction, processing and recycling of critical raw materials Furthermore, the authorities may only trigger the regimewhere the home country of the investor holds more than 40% Amendments Post-leak The regulation excludes investments in services and portfolioinvestments. Importantly, it does not apply to investors andinvestments covered by relevant commitments in EU freetrade agreements or economic partnership agreements(in force or provisionally applied). For in-scope deals, the A version of the IAA leaked in late-January contained anoutright prohibition on foreign control, predicated on a 49%foreign ownership ceiling and a default structure of majority Most importantly, the 49% ceiling no longer functions as astandalone structural rule; instead, it serves as one potentialroute within a “four-out-of-six” contribution test, whereasworkforce localisation remains a mandatory prerequisite forapproval. The authorities have tightened the jurisdictionalscope through explicit gates, including the €100 million The regime is suspensory in nature, prohibiting theimplementation of an investment until the reviewing authorityexplicitly approves the transaction. This process follows anadmissibility review and the transmission of the case fileto the EC, which may issue a written opinion regarding the Tie-in With the Revised EU FDI Screening How We Can Help We can assist with determining whether a transaction fallswithin Chapter IV, including the practical application of the40% global-capacity trigger, the €100 million aggregation ruleand the 30% control thresholds, and in aligning that analysiswith parallel screening exposure under the revised EU FDI Chapter IV on FDI functions as an additive layer to the existingsecurity and public-order screening regime of the EU underRegulation (EU) 2019/452 on foreign direct investmentsinto the EU, which is currently undergoing reinforcement.Following a political agreement reached in December 2025,the revised framework aims to establish more uniform José María Viñals Partner, Madrid, Brussels, GenevaT +34 91 426 4840M +34 649 133 822josemaria.vinals@squirepb.com From an execution perspective, the regulatory risk iscumulative. A transaction may successfully clear a securityscreening but still fail to meet the requirements of ChapterIV if the investor is unable to accept specific commitments.These commitments, such as those regarding the workforce, Oliver Geiss Partner, Brussels, FrankfurtT +32 2 627 1112T +49 69 17392 400oliver.geiss@squirepb.com Thomas DelillePartner, Brussels, ParisT +32 2 627 1104T +33 1 53 83 75 24thomas.delille@squirepb.com EU-China Derisking The 40% global-capacity trigger is drafted neutrally, but ittracks the EU’s derisking logicvis-à-visthe People’s Republicof China (China) in clean-tech value chains, particularly wheremanufacturing capacity is highly concentrated. Coupled withprocurement-side “EU-made” requirements and trusted- Diego Sevilla PascualDirector, BrusselsT +322 627 7612E diego.sevillapascual@squirepb.com Tigran PiruzyanSenior Associate, MadridT +34 618 017 354tigran.piruzyan@squirepb.com Recent debate around foreign ownership in ports and othercritical infrastructure points in the same direction – the ECis increasingly willing to condition market access and publicsupport on resilience criteria that function as localisation and Guillermo Giralda FustesAssociate and Public Policy Advisor,BrusselsT +322 627 7621guillermo.giraldafustes@squirepb.com Ji