1 minute watch | November.26.2025
Featured as part of the UK Founder Series, this Conversation Series offers guidance to startup founders navigating the challenges of building and growing their business. View the full series here.
Victoria Newbold breaks down how the UK’s National Security and Investment Act (NSIA) affects transactions involving controlling interests – outlining when mandatory notifications apply, how the review process works and the significant risks of closing a deal without required clearance.
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Victoria Newbold: The UK NSIA has an extremely broad approach to assessment of national security risk in M&A and other transactional activity. Essentially, the UK government has really broad powers to call in any transaction, any acquisition of a specified controlling interest where it has concerns that that acquisition could give rise to national security risk. Penalties for closing a transaction without seeking clearance where you're required to do so under the mandatory regime are quite serious. So, there are financial penalties that apply to acquirers of up to £10 million or 1% of turnover on the acquirer side. Perhaps more importantly, and this is a risk for sellers as much as for acquirers, any transaction that's closed in breach of that standard of obligation, i.e. without clearance, is null and void.