Impact of the National Security and Investment Act 2021 on real estate transactions

United Kingdom

The National Security and Investment Act 2021 Act (“Act”) has established a new regime for the United Kingdom that allows the Secretary of State for Business, Energy and Industrial Strategy (“SoS”) to screen a wide variety of transactions for national security purposes.

There is a mandatory notification regime applicable to certain corporate transactions within specified sectors, which will require those transactions to be notified for approval by the SoS before completion. Failure to do so will render the transaction void.

There is also a voluntary notification regime applicable to certain corporate and asset transactions that potentially give rise to national security concerns, which permits parties to put transactions forward for approval by the SoS to pre-empt the SoS possibly calling in the transaction. The SoS can ‘call-in’ transactions that fall outside the mandatory notification regime, but are still judged by the SoS to pose a potential risk to national security.

There are civil and criminal penalties for businesses and individuals failing to comply with the Act.

The Act applies not only to transactions now and in the future, but also to transactions that completed on or after 12 November 2020. 

CMS has produced a briefing providing a summary and examples of the impact of the Act on real estate transactions.

Click here for the briefing.

Please click on the following links for further information about the Act:

National Security and Investment Act 2021 – impact on Real Estate and Data Centres National Security and Investment Act 2021 – impact on Real Estate and Data Centres (cms-lawnow.com)

The UK National Security and Investment Act comes into force: a transformative step in the regulation of UK acquisitions The UK National Security and Investment Act comes into force: a transformative step in the regulation of UK acquisitions (cms-lawnow.com)

CMS also recently ran a webinar on the Act as part of its CMS Real Estate Webinar Series 2022 - Returning to the new normal. The recording for this and other webinars in the series and registration for future webinars can be accessed via the following link  

Click here to register and access recordings https://webinars.on24.com/cms/RealEstate2022