The introduction of the UK National Security and Investment Act 2021 (the “Act”) on 4 January 2022 has brought major changes to the UK’s investment screening regime. The Act introduces a mandatory notification regime for transactions in 17 “high risk” areas of the economy, which include advanced robotics, artificial intelligence, data infrastructure, energy, synthetic biology, and quantum technologies. The Act, which is far-reaching, covers non-UK targets with activities in the UK. Failure to notify and achieve clearance prior to closing renders transactions void and exposes the acquirer to criminal sanctions. The government has the ability to “call-in” and impose sanctions on transactions which may raise national security concerns outside the 17 identified “high-risk” areas.
The government has 30 working days to investigate transactions at Phase I, after which the vast majority of transactions will be cleared.
To help you navigate these rules, we built Orrick’s UK National Security and Investment Assessment Tool. This free-to-use resource is designed to help you assess whether your transaction requires mandatory notification under the Act. You are able to make a voluntary notification where the transaction falls outside the mandatory notification criteria, if you want to be certain that the transaction will not later be called-in by the government.
Orrick’s UK National Security Group has been in close contact with the government department responsible for the Act throughout the legislative process. We have also been advising clients on the applicability of the Act to ensure planned transactions comply with the new regime. We can help you prepare notifications to the government and develop strategies to minimise the risk of delay to your transactions.
We hope you’ll find the tool useful in understanding your compliance needs. We welcome a conversation with you to discuss your report finding, implications on your planned transaction, and how we can help you to comply with the Act. For assistance, please contact: Orrick’s UK National Security Group.
Compliments of Orrick – a member of the EACCNY.