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Deputy Prime Minister, Oliver Dowden, publishes updated guidance on the use of powers under the National Security and Investment Act (2021).

• Government gives more guidance on use of the National Security and Investment Act (2021)
• Deputy Prime Minister, Oliver Dowden, says updates create “a predictable foundation for future investment, which will help deliver on our plan to grow the economy.”
• Updated section 3 statement better explains how the Deputy Prime Minister expects to exercise the power under the NSI Act to call-in certain acquisitions for scrutiny. 
• Further Market Guidance provides additional information on the application of the NSI Act to the higher education sector and other topics.

The Deputy Prime Minister, Oliver Dowden, has today published updated guidance on the National Security and Investment Act (2021) to provide further clarity for institutions, businesses, and their advisers while protecting national security. 

Today’s publication fulfils a commitment made by the Deputy Prime Minister in a speech delivered last month at Chatham House. He promised to publish updated guidance about his national security powers to ensure the NSI Act remains as supportive of investment as possible by giving stakeholders the information they need to plan ahead.

The updates include a new ‘section 3 statement’ that sets out how the Deputy Prime Minister expects to exercise powers under the NSI Act to call-in certain acquisitions for scrutiny. This is the first time the statement has been updated since the legislation came into force in January 2022.  

The new statement builds on the previous version by giving more information to better explain how the Secretary of State has used, and will continue to use, the Act’s powers. Specific updates include:

• Trigger events – including the circumstances in which certain acquisitions could be considered under the NSI Act, including the incorporation of new entities and formation of joint ventures.
• The targets of acquisitions – including how the Government may consider technology transfer risks when reviewing asset acquisitions.
• Acquirers – including where the Government may see risk from UK acquirers or acquirers that have previously been cleared through the NSI system.
• How decisions are made – including improved examples of how the Government assesses target risk, acquirer risk and control risk

The Government has also published additional Market Guidance about the operation of the NSI Act. This includes guidance on how the NSI Act can apply to outward direct investment and specific information for universities, helping academics to decide when to notify acquisitions to the ISU, including new examples.

The updated guidance has been compiled following extensive consultation with stakeholders through the NSI Act Call for Evidence that the Deputy Prime Minister launched in November 2023.

The NSI Act gives the Government powers to scrutinise and intervene in business transactions, such as takeovers, to protect national security, while providing businesses and investors with the certainty and transparency they need to do business in the UK. To date, the Government has reviewed over 1,700 notifications and made 22 necessary and proportionate final orders under the Act to protect our national security.

Deputy Prime Minister, Oliver Dowden, said: 

We’re committed to protecting the UK’s national security while making sure we remain the best place in the world to invest. Today I’m publishing more guidance for businesses to give them a better understanding of the National Security and Investment Act (2021), fulfilling my commitment to use our national security powers in a precise and proportionate way. By being transparent with businesses, we’re creating a predictable foundation for future investment, which will help deliver on our plan to grow the economy.

National Security and Investment: Market Guidance, May 2024

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National Security and Investment: Statement for the purposes of Section 3:

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