The UK Government has tabled an amendment to the National Security and Investment Bill (NSIB), which would reduce the number of transactions that are required to be mandatorily notified.

The Secretary of State for Business, Energy & Industrial Strategy (BEIS), Kwasi Kwarteng, is behind the amendment in response to pressure from the business community, according to a report in The Sunday Times.

The amendment would see the percentage threshold, at which businesses must notify the Investment Security Unit of BEIS of their deals, increase from 15% to 25%. This would bring the UK’s incoming regime in line with the Committee on Foreign Investment’s regime in the United States. Under the amendment, the Secretary of State will still retain the power to call in and review acquisitions where a bidder is proposing to buy less than a 25% stake in a qualifying entity if the Minister reasonably suspects that the transaction amounts to the acquisition of “material influence”. That power would be available to the Secretary of State for up to five years after an acquisition has taken place.

A government spokesperson said the following in relation to this development:

“The National Security and Investment Bill will strengthen the UK’s ability to investigate and intervene in mergers, acquisitions and other types of deals that could threaten our national security. The overwhelming majority of transactions will be unaffected by these new powers.

“This change will ensure the new regime is proportionate and as transparent as possible without reducing the Government’s intervention powers.”

We welcome this amendment and, having adjusted its position on this point, the Government would be well advised to similarly change its approach to the inclusion of intragroup transfers within the scope of the NSIB, as previously stated here and here.

For further information and background on the NSIB, please see our original alert summarising the Bill here.


Samantha Mobley is a partner in the EU, Competition & Trade Practice of Baker & McKenzie’s London office and a member of the London office Management Committee. She headed Baker McKenzie’s Global Antitrust and Competition Group, a team of over 300 competition and antitrust specialists worldwide for six years. Samantha has significant experience of advising on the implications of foreign direct investment rules for cross-border transactions. She has advised a number of companies on the implication of the reduced UK national security thresholds, as well as coordinating the global foreign investment review aspects of a proposed $12 billion joint venture between a FTSE100 company and a Fortune 500 corporate. Samantha is a Who’s Who Legal 2020 Leading Individual for Foreign Investment Review.


Sunny Mann is a Partner and leads the EMEA and UK International Trade team, ranked Tier 1 by Legal 500. His practice includes a focus on national security, foreign investment, export controls and trade sanctions matters. He has worked on a number of foreign investment review cases, including obtaining clearance for a high profile acquisition triggering potential defence and national security concerns, one of the very few cases to go through a full UK statutory review. In the Legal 500, Sunny is ranked as a "Leading Practitioner".


Alex Findley is an associate in the EU, Competition & Trade Practice of Baker & McKenzie’s London office. His practice includes a focus on merger control, national security and foreign investment matters. Alex has experience advising industry clients on the implications of global foreign investment rules in a range sectors (including consumer goods, technology and mining).