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On 4 January 2022, the new UK foreign investment review regime under the National Security and Investment Act 2021 (NSI Act) came into force.

The new rules require businesses and investors to submit mandatory notifications for certain acquisitions of, and investments in, companies active in 17 key sectors of the economy. They also grant the Government extensive powers to investigate and impose conditions on a wide range of transactions (including both corporate investments and asset transactions) on national security grounds.

The new NSI Act regime will operate alongside the Government’s retained powers under the Enterprise Act 2002 (Enterprise Act) to intervene in transactions that raise certain public interest considerations. Of particular relevance to healthcare, these public interest considerations include “the need to maintain in the United Kingdom the capability to combat, and to mitigate the effects of, public health emergencies.”

Key takeaways for healthcare and life sciences companies

  • Since 4 January 2022, it has been a mandatory requirement to notify certain acquisitions and investments in companies that carry out activities in 17 key sectors of the UK economy. It has also been possible to submit voluntary notifications outside these sectors and for a broader range of transactions.
  • The jurisdictional scope of the NSI Act is extremely wide. The new regime catches the acquisition of intangible assets (such as IP), certain minority investments, non-UK transactions and even internal corporate reorganizations.
  • Non-compliance with the mandatory filing requirement risks significant criminal and civil sanctions.
  • Mandatory sectors that are potentially relevant to healthcare transactions include “Synthetic Biology” and “Defence.” Many healthcare transactions will fall outside these sectors but careful screening is required to ensure that this is the case.
  • It is necessary to consider the risk of transactions being called in for review under the NSI Act or under the “public health emergencies” provisions of the Enterprise Act, and therefore whether voluntary notification is appropriate. Voluntary notification should (in particular) be considered for the following types of transaction: (i) transactions that are relevant to the ability of the National Health Service (NHS) to address the COVID-19 pandemic (or future public health emergencies); (ii) transactions that result in any diminution of the UK’s critical/strategic capabilities in the healthcare sector; or (iii) transactions that otherwise raise concerns about the security of supply of key medicines or medical equipment/devices.
  • For cross-border healthcare transactions, we are increasingly seeing multiple foreign investment filings being required. It is crucial for parties and their advisers to coordinate foreign investment approval procedures globally so that substance is consistent and timetables are aligned.



Samantha Mobley is a partner in the EU, Competition & Trade Practice of Baker McKenzie's London office and she is a member of the London office Management Committee. She led the Firm's Global Antitrust & Competition Practice Group for six years. Samantha is recommended as a leading individual for competition law in the Chambers Guide to the UK Legal Profession and Who's Who Legal in 2018. She was featured in the Global Competition Review's 2016 Women in Antitrust Survey as one of the top 150 women in antitrust globally. She is also a Non-Governmental Advisor to the International Competition Network.


Hiroshi Sheraton's practice covers all aspects of intellectual property law with a particular emphasis on contentious patent and trade mark matters and life sciences. Much of his work is cross-border in nature. He regularly co-ordinates pan-European and global IP litigation and advises clients on international IP strategies for patent litigation and brand protection. He represents clients in the UKIPO, EPO, OHIM, the English Courts and the CJEU. He has experience of IP matters across Europe and has litigated IP cases in Germany, France, Spain, Italy, the Netherlands, Belgium, Austria, Ireland, Northern Ireland and Luxembourg, the USA and Asia Pacific. Although he has a first degree in biochemistry and molecular biology, he covers all areas of technology from pharmaceuticals/biotech products and agrochemicals to electronics and software.


Julia joined Baker McKenzie's London office as a trainee in 2005, qualifying in 2007, with a secondment to the Singapore office, and has shaped her practice to focus exclusively on regulatory matters affecting the Healthcare & Life Sciences industry.


Anthony Gamble advises on UK and EU competition law. He has been a member of Baker McKenzie's Competition, Trade & Foreign Investment team in the London office since 2015. Prior to joining the Firm, Anthony worked at a leading UK law firm for four years.

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