Compliance Briefing — January 4, 2022

Executive briefing: The National Security and Investment Act 2021 entered into force on 4 January 2022. Acquirers must submit mandatory notifications before gaining control of entities in 17 sensitive sectors (including advanced materials, AI, communications, defence, and energy), while the Investment Security Unit (ISU) can “call in” transactions up to five years post-completion.

Key compliance checkpoints

Scope analysis. Assess whether target activities fall within the defined sensitive sectors and control thresholds (shareholdings at 25%, 50%, 75%, or material influence).
Notification process. Prepare mandatory or voluntary notification dossiers via the ISU portal, including ownership charts, transaction rationale, and supply chain dependencies.
Deal timelines. Build the statutory 30-working-day assessment period (plus potential 45-working-day extensions) into transaction timetables.

Operational priorities

Governance. Integrate NSI screening into corporate development playbooks, ensuring legal and security teams review deals before signing.
Record keeping. Maintain logs of completed acquisitions from 12 November 2020 onwards to evidence compliance if the ISU exercises retrospective powers.
Stakeholder management. Coordinate with sellers, investors, and lenders on NSI milestones and potential remedies or conditions.

Enablement moves

Develop sector-mapping matrices linking product and service lines to the statutory definitions.
Run simulation exercises to test call-in response plans, including information gathering and engagement strategies.
Align NSI reviews with export controls, sanctions, and CFIUS screenings for cross-border transactions.

Sources

Zeph Tech equips corporate development teams with NSI screening checklists, notification templates, and stakeholder playbooks to navigate the UK regime.