capability pertaining to current and future defense contracts in the UK. In Oxford Ionics Limited/IonQ Inc. and Oxford Nanoscience Limited/QD Oxford UK Limited, the Final Orders required that certain hardware, infrastructure and manufacturing capacity was maintained in the UK in support of current and future government programs and to ensure continuity of supply. ^ Restrictions on board composition: In Ligeance/Sichuan, the Final Order required the parties to: (i) remove the target company’s and the acquirer’s representatives from the board of the subsidiary engaged in sensitive activities; and (ii) appoint a UK government observer to the board of the subsidiary. Similarly, in BASF/Harbour Energy, the Final Order required the parties to notify the Cabinet Office should one of the shareholders (LetterOne) be granted a seat on Harbour Energy’s board. In Agile Analog Limited/Delin Ventures Limited, the Final Order required the parties to maintain certain decision-making in relation to the target board, and for some members of the target board to obtain UK national security vetting clearance. ^ Establishing a national security committee : In Vodafone Group/Emirates Telecommunications Group and ESCO Maritime Solutions Limited/Ultra PMES Limited, the Final Order required the parties to form a National Security Committee
and ‘security sub-committee’ respectively dedicated to supervising operations with national security implications. In Manx Telecom Trading Limited/Dunlop Bidco Limited, the Final Order required the appointment of a senior executive to oversee a newly established Cyber Security Group. In ESCO Maritime’s case, the Final Order required a government-approved International Traffic in Arms Regulations Internal Control Plan to be implemented, and the necessity to meet certain sovereignty requirements to carry out work related to contracts in support of the UK’s defense programs. These provisions underscore the government’s proactive stance in safeguarding the UK’s national security interests. Other types of remedies include reporting obligations to the UK government, certain activities being subject to government approval, e.g. appointing operators or entering into an agreement to sell, transfer, lease or license parts of a facility, and carrying out security audits. When a transaction is reviewed under the NSI Act and by the Competition and Markets Authority (CMA) under the merger control regime of the Enterprise Act 2002, the ISU and CMA are likely to coordinate in relation to any required remedial actions to avoid potential conflicts between remedies ordered as part of their respective reviews.
Outlook for 2026 ^ Although most acquisitions under the NSI Act are cleared within the initial 30 working-day review period, the regime’s low thresholds necessitate that many benign transactions be notified due to meeting mandatory notification thresholds, which can affect deal timelines. However, the statutory deadline for the initial review aids in planning for transactions where security concerns are unlikely. With increasing global awareness of the NSI Act mandatory notification requirement and associated sanctions, we may see an increase in notifications from transactions involving non-UK investors. ^ The UK government launched a consultation in July 2025 seeking input on the NSI regime, which closed in October 2025. On March 12, 2026, the UK government published
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FDI and National Security Review
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