FDI Remedies: EU Trends And Romania's Emerging Practice

January 2026 – As EU Member States increasingly rely on conditional approvals rather than outright prohibitions in FDI screening, remedies have steadily become more of a deal-shaping instrument rather than a purely theoretical risk. Conditions attached to FDI clearances are more routinely used to address national security and public order concerns while preserving transaction viability.

Against this backdrop, the Romanian FDI authorities have signalled greater willingness to clear transactions subject to commitments, which has made Romania stand out, particularly compared to some other jurisdictions in the region. Therefore, understanding how remedies could be set up becomes essential for investors seeking predictability and effective risk allocation when structuring transactions, including transactions covering Romania.

This article explores the evolving landscape of FDI commitments in the EU, outlines the main categories of remedies commonly imposed, and examines Romania's emerging approach in light of broader European practice and considering prospective legislative changes.

I. EU framework

Regulation (EU) 2019/452 forms the foundation of the EU's FDI screening framework, establishing a cooperation mechanism between Member States and the European Commission. The Regulation facilitates information exchange and allows the Commission and other Member States to issue non-binding opinions in transactions with potential cross-border implications.

A revision of the Regulation is currently under discussion and is expected to significantly recalibrate the EU FDI landscape. The proposed amendments aim to introduce mandatory screening mechanisms for all Member States, expand the scope to cover indirect investments, introduce minimum sectoral coverage, and reinforce coordination and enforcement tools at the EU level. On 11 December 2025, the Council and the European Parliament reached a political agreement on these revisions, marking a decisive step toward a more harmonised and intervention-ready EU screening regime.

In practice, EU-level statistics illustrate how this framework operates. In 2024, 477 cases were shared under the EU cooperation mechanism by 21 Member States, out of a total of 3,136 authorisation requests submitted nationally. Of the screened transactions, 9% were approved subject to conditions or mitigating measures, 1% were prohibited, and 4% were withdrawn by the applicants. These figures confirm that remedies have become the preferred regulatory response for addressing security concerns, potentially allowing authorities to mitigate risks without resorting to outright prohibitions.

II. Types of FDI remedies and trends across the EU

Across the EU, FDI remedies increasingly function as targeted risk-mitigation tools. Rather than blocking transactions, authorities seek to neutralise perceived risks through commitments focusing on aspects such as governance, data protection, and continuity of operations.

Governance-related remedies are among the most frequently used tools. They typically aim to limit foreign investors' influence over strategic decisions and may include restrictions on voting rights, caps on board representation, or requirements to establish internal security or compliance committees. In January 2024, Italy granted conditional approval for the sale of Telecom Italia's fixed-line network subject to extensive governance and security measures. These included the creation of a dedicated security organisation, leadership by an Italian citizen, and the obligation to maintain key research, maintenance, and monitoring activities in Italy.

Data-related remedies are particularly common in sectors involving critical infrastructure, telecommunications, or defence. They often include restrictions on cross-border data transfers, requirements for local data storage, and enhanced cybersecurity safeguards. In 2020, the planned acquisition of French high-tech company Photonis—specialising in the design, manufacture, and sale of photo-sensor imaging technology—by a US investor was reviewed under France's FDI regime. Despite the proposal of material safeguards, including the establishment of a security committee, which would have included a representative of the French government, to protect sensitive information, the transaction was ultimately prohibited, highlighting the limits of remedies in highly sensitive cases.

Operational commitments typically focus on ensuring business continuity. These may involve maintaining employment levels, preserving headquarters or operational control within the country, or continuing existing contractual obligations. A prominent example is Bain Capital's acquisition of the Spanish aerospace company ITP Aero, which was approved subject to commitments designed to ensure continuity of operations and safeguard strategic interests.

Moreover, recent enforcement statistics highlight meaningful differences in how remedies are applied across the EU. For instance, Spain illustrates a selective intervention model. In 2024, out of 136 FDI applications, eight were cleared subject to conditions, while 42 transactions were withdrawn by investors. Only one transaction was prohibited (the proposed acquisition of Talgo by the Hungarian consortium Ganz-Mavag). Although the commitments imposed are not publicly disclosed, they generally focus on data protection, retention of headquarters and workforce, preservation of key assets in Spain or the EU, financial solvency, and periodic reporting obligations.

France stands out for its systematic reliance on conditional approvals. In 2024, approximately 54% of FDI authorisations were granted subject to conditions, reflecting a strong emphasis on safeguarding strategic sectors such as defence, critical infrastructure, dual-use goods, and biotechnology. The remedies imposed typically regulate governance arrangements, foreign investors' voting rights, and the protection of sensitive know-how, while ensuring that strategic operations remain within French territory.

Germany continues to apply remedies sparingly. Of the 261 national FDI screening cases reviewed in 2024, only around 3% resulted in either conditional approvals or prohibitions. Where applied, German remedies tend to focus on restricting voting rights, limiting access to sensitive information or commitments to maintain headquarters and employment in Germany.

Italy recorded particularly high notification volumes in 2024, with 835 notifications, including 175 pre-notifications. Of these, 30 transactions were approved subject to conditions, primarily in the defence and national security, energy, transport, and communications, and 5G sectors.

III. Romania's FDI screening regime and remedies

Romania's FDI screening framework was introduced through Government Emergency Ordinance No. 46/2022, which established a mandatory filing obligation for investments in sensitive sectors exceeding the EUR 2 million de minimis investment value threshold. The Commission for the Screening of Foreign Direct Investments ("CEISD") acts as the screening body in Romania and can suggest commitments designed to protect national security and public order, to be further adopted through a Government Decision.

To date, the great majority of Romanian FDI decisions have been unconditional. However, the issuance of the first two conditional approvals, in February 2024 and, respectively, September 2025, although not made public, signal an inflection point in the enforcement practice. Under Romanian law, available remedies could be either behavioural or structural and may include, for instance, governance-related restrictions, commitments to maintain local operations, as well as measures addressing data security or supply chain continuity. Moreover, the authorities can appoint monitoring parties to assess the investors' compliance with the commitments. In fact, in its September 2025 conditional clearance, the Romanian Government designated the Ministries of Energy and Finance, the National Tax Administration Agency, the National Office for Preventing and Combating Money Laundering, and the Romanian Competition Council as monitoring parties.

Particularly in multi-jurisdictional transactions, FDI authorities in CEE may be perceived at times as adopting a more cautious "wait-and-see" posture, with national assessments informed by or sequenced after the positions taken by more mature Western European screening authorities. Romania's recent conditional approvals indicate an emerging willingness to move beyond this dynamic and to engage more actively with remedies at the national level.

These developments suggest that Romania is gradually converging with broader EU practice, particularly from Western EU jurisdictions. As institutional experience and dedicated resources grow, remedies may evolve from an exceptional measure into a more common tool for managing sensitive transactions, particularly in sectors such as energy, infrastructure, life sciences, data-intensive activities, and supply-critical industries.

IV. Outlook of FDI remedies in Romania

The forthcoming revision of Regulation (EU) 2019/452 is expected to harmonise minimum screening standards, expand the scope of review, and strengthen the European Commission's advisory and coordination role. This is likely to reduce fragmentation across national regimes and increase the visibility and consistency of remedy practices.

In Romania, draft legislation currently under public consultation seeks to recalibrate the investment screening regime, with a particular focus on improving efficiency, notably for non-problematic cases. The proposed changes would also impact the conditional clearance mechanism by shifting approval authority from a Government Decision (which typically involves long preparation and scheduling timelines) to a decision of the Prime Minister. Overall, these developments suggest that Romania is moving towards a more agile framework supporting the use of conditional clearances.

As the authorities accumulate experience, negotiated remedies and conditional approvals are expected to become more common, aligning Romanian practice more closely with established EU trends.

Across the EU, conditional remedies have emerged as a central mechanism for balancing national security concerns with the need to attract and retain foreign investment. Romania's evolving framework and anticipated legislative changes point in the same direction. For investors, this means that early risk assessment, proactive engagement with authorities, and the ability to anticipate and credibly design commitments will be critical to pushing deals through.

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