Investing in the defense sector—FDI, antitrust and the FSR

The discussion explores the evolving landscape across the U.S., UK and EU, focusing on:

• why defense attracts heightened scrutiny under merger control and FDI, including concentration, government procurement, national security concerns and protection of critical capabilities
• how the European Commission is incorporating resilience (supply-chain robustness, access to key inputs and shock-resistance) into merger analysis, and how the EU’s Foreign Subsidies Regulation (FSR) adds a third review track alongside merger control and FDI
• U.S. developments, including CFIUS review as the norm for defense deals and the DCSA’s FOCI mitigation process for targets with classified information, including governance and information-security solutions (e.g., proxy arrangements, restricted access, national security agreements)
• UK practice under the NSIA, including typical remedies to preserve UK capabilities and protect sensitive and classified information
• EU screening trends, including multiple Member State filings, the push to harmonize FDI with a minimum common scope and the need to coordinate FDI with EU merger control and FSR to avoid conflicts or gun-jumping
• converging remedy themes across jurisdictions—data and technology ring-fencing, access controls, local capability commitments, governance separations and third-party monitoring—and their impact on integration and value capture

What this means for investors

Defense transactions increasingly involve extended signing-to-closing periods, more intensive disclosure and tighter governance constraints. Early planning is essential—map global filing requirements across merger control, FDI and FSR, develop credible mitigation packages, align conditions across jurisdictions, and particularly in the U.S., consider a proactive government-affairs strategy to support a smoother path to approval.

Find out more

To learn more about our expertise in the defense sector and how we can support your business, please contact our private equity team.

If you are interested in reading more about the EU Defense Readiness Omnibus, read our article here.