The UK National Security and Investment Act 2021 (the “Act”) entered into force on 4 January 2022:
- The Act enables the UK Government to screen, block and potentially unwind transactions giving rise to national security concerns in the United Kingdom through a new authority: the Investment Security Unit (“ISU”). These powers are distinct from merger control.
- Acquisitions of both entities and assets may fall within the scope of the Act. Additionally, acquisitions of control of entities operating within any of 17 specified sensitive sectors will be subject to mandatory notification and will be void unless approved. The Act may apply outside the customary scope of M&A.
- Acquisitions may be retrospectively called-in for review for up to five years after the acquisition trigger event (and for an unlimited period for a non-notified transaction within the sensitive sectors). Parties may voluntarily notify transactions and/or consult with the ISU for greater certainty.
- The mandatory notification regime is suspensory: severe penalties are applicable for non-compliance with the notification obligation. Parties may face criminal sanctions (up to five years’ imprisonment) and civil penalties (up to 5% of worldwide turnover or £10 million – whichever is greater) for completing acquisitions without approval.
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