Tampere: Regulation 2026/1386 entered into force this summer and started a clock that few national administrations have publicly acknowledged. Member states have eighteen months to meet its minimum requirements, and the text replaces the 2019 screening regulation outright from 17 January 2028.
The old framework asked member states to cooperate but did not require them to screen. Several never built a mechanism, which produced an obvious weakness. An investor blocked in one capital could route the same acquisition through a subsidiary in a member state with no review powers and reach the same asset. The new regulation removes that option by making a national screening mechanism mandatory and by defining a common minimum scope of sectors every mechanism must cover.
Two changes matter more than the headlines suggested. Indirect acquisitions through subsidiaries established in the Union now fall inside the perimeter, closing the routing gap directly. And the Commission gains a stronger hand where a transaction touches projects of Union interest, which cover critical raw materials, semiconductors, dual-use technologies and parts of the health supply chain. National authorities still decide, but they must explain themselves when they depart from a Commission opinion.
The Council signed off on 8 June and the text appeared in the Official Journal on 26 June. Transposition work now lands on ministries that in some cases have no screening unit, no case handlers and no experience of the confidentiality rules that cross-border cooperation demands. Building that capacity inside eighteen months is realistic for a finance ministry with an existing merger review culture and difficult for a small administration starting from nothing. Technical assistance exists, but nobody has budgeted for the staff.
Critics of the regime make a coherent case. National security remains a member state competence under the treaties, and a mandatory Union-wide mechanism edges toward harmonising something the treaties deliberately left national. Investors add that a wider perimeter with more mandatory notifications slows legitimate capital at a moment when Europe says it wants more of it. The counterargument is that fragmentation was itself a deterrent, because an investor facing twenty-seven different processes priced in more uncertainty than one facing a predictable common floor.
Practical consequences arrive before 2028. Dealmakers structuring acquisitions now have to assume the wider scope will apply by the time they close, and several national bills are already in preparation. The files worth following are the transposition drafts, not the Brussels communications, because the discretion left to member states is where the real variation will sit.
The Commission maintains its overview and the annual reporting on its investment screening pages, and it set out what changed in a statement published on adoption. The transposition deadline is the date to diary.
