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A Guide to the National Security and Investment Act 2021 – Part 2 – Timeline for Assessment & Outcomes
The National Security Investment Act 2021 (“NSIA”) gives the UK government power to scrutinise and intervene in – and potentially block – transactions in certain sectors which may impact national security. It came into force on 4 January 2022 and applies to transactions completing on or after 12 November 2020.
The scope of the legislation is broad and is not restricted to high-value and high-profile transactions. There is no minimum threshold for an entity’s turnover or an asset’s value, and the regime can apply to UK and overseas acquirers or investors.
Part 1 of our Guide to the NSIA explored qualifying acquisitions and notification procedures in more detail. In Part 2, Senior Associate Suzanne Whiteman explores the timelines for assessments and possible outcomes.
Timeline for assessment
Once the government has accepted the notification (whether mandatory, voluntary or retrospective), it has 30 working days to:
- clear the acquisition to proceed;
- call in the acquisition for a full national security assessment;
- issue an “information notice” to require additional information to be provided; or
- issue an “attendance notice” to require the parties to the acquisition to attend a meeting.
Where a “call-in” notice is issued, there is an initial assessment period of 30 working days, which can be extended by an additional 45 working days.
After 75 working days, the assessment period can be further extended, with the duration agreed between the government and the acquirer.
Following a full assessment, the government can take a number of actions in relation to a qualifying acquisition. It can clear the transaction to proceed or impose conditions on the transaction (such as restricting access to certain sites or to confidential or commercial information).
More rarely, it can block the transaction or, if the transaction has already completed, unwind it.
In a statement issued in November 2021, the government noted that it anticipates asset acquisitions will be called in more rarely than entity acquisitions.
Disclaimer: This article is produced for and on behalf of White & Black Limited, which is a limited liability company registered in England and Wales with registered number 06436665. It is authorised and regulated by the Solicitors Regulation Authority. The contents of this article should be viewed as opinion and general guidance, and should not be treated as legal advice.