National Security and Investment
We advise a wide range of clients on sensitive investments where there may be national security implications.
The link between national security and investment has become increasingly politicised in recent years, with commercial and reputational consequences for businesses. The UK’s new National Security and Investment (NSI) Act 2021 gives the Government significant new powers to scrutinise and intervene in transactions on national security grounds. “National security” is not defined in legislation, meaning the Government can choose to intervene where there is a broader political or policy sensitivity. The Act establishes a complex regulatory and policy framework which creates a higher degree of uncertainty for investors – both in relation to the possible outcome of a national security review and the effect the review processes may have on deal timeframes. The Act also applies to non-commercial investment, such as research partnerships, and so has implications for example in the higher education sector.
Our team have worked at the most senior levels of Government, including BEIS, No 10, HM Treasury, DCMS, FCDO, sector regulators and competition authorities. We have direct experience of commercial work on deal preparation and national security and investment review. We understand both the policy issues and the processes by which the decisions are reached in Government.
Our services include:
- Regulatory and policy due diligence pre-execution: detailed assessment of how the Government may view potential national security risks ahead of any transaction or investment and, where relevant, recommendations regarding possible notification to government.
- Design of remedies to facilitate clearance: development of options for structural and behavioural remedies in response to national security concerns.
- Support through any review: contributions to the preparation of formal notifications, and support on requests for information and in-person appearances.
- Transaction clearance: full case review, candid assessment of risks, and a clear strategy for navigating the highly politicised national security aspects of merger control.
- Political risk management: advice on how decision makers and others will view your transaction - including Ministers and their official advisers, opposition parties and other influential voices - and how you can actively address concerns, for example through commitments and undertakings.
- Interaction with other regulatory bodies: expert advice on how to navigate national security concerns alongside regulatory filings, responses to information requests and other engagement with regulators including competition authorities and the Takeover Panel.