Introduction

On August 5, 2026, NHV Group announced that its proposed acquisition by GD Helicopter Finance (“GDHF”), ultimately controlled by China-based GDAT Group, would not proceed after Belgian authorities blocked the transaction under Belgium’s foreign direct investment screening regime, following a review coordinated by the Interfederal Screening Committee (“ISC”). This marks the first public prohibition under Belgium’s foreign direct investment screening mechanism, which has been operational since July 1, 2023. The Committee did not publish detailed reasons for the decision.

While noteworthy, this should not be misread as a shift toward protectionism. Belgium’s FDI statistics show the regime has been overwhelmingly supportive of transactions. The NHV/GDHF case illustrates the regime’s core security function: transactions where critical infrastructure intersects with a geopolitically sensitive investor profile are at the heart of the ISC’s mandate. At the same time, the case sharpens existing criticisms of the regime’s opacity and complexity—criticisms that Belgian authorities are now actively addressing through a public consultation and upcoming EU-level harmonization.

1. The NHV/GDHF Prohibition

NHV Group, headquartered in Ostend, operates its own helicopter fleet serving the offshore energy sector (particularly North Sea energy logistics) and provides third-party maintenance services to both civil and military customers. The company is owned by French private equity firm Ardian. NHV announced the proposed acquisition by GDHF in December 2025, with closing initially expected in Q1 2026.

GDHF is headquartered in Ireland but is controlled by GDAT, a privately owned Chinese general aviation company based in Shanghai that operates approximately 100 Airbus and Leonardo helicopters in China. GDHF was launched in 2024 around orders originally placed by its Chinese parent.[1]

Given the ISC (in line with most other European regimes) does not publish detailed FDI decisions, we cannot know the exact nature of the concerns raised by the ISC. However, the prohibition does raise some interesting questions.

Notably, the investor had no formal ownership ties to the Chinese government and was already active in European aviation leasing, including Airbus helicopters leased out in comparable offshore energy contexts. GDHF might have argued that GDHF was already a “known quantity” in the European aviation sector and that the acquisition should not increase its potential to affect or disrupt this sector. However, investment screening authorities will look beyond formal ownership and control relationships with foreign governments, and consider broader channels of influence, including legal, regulatory or economic influence.

The combination of two strategic players in EU aviation leasing could conceivably raise security-of-supply concerns, particularly on such a narrow market as NHV’s role in North Sea energy logistics. The concern may have been that the transaction could increase reliance on a non-EU-controlled supplier for services supporting critical energy infrastructure.

Moreover, NHV’s reported bid to maintain Belgian military helicopters could substantially heighten sensitivities, given the strategic nature of defence supply chains and the potential for such work (or contract negotiations) to require access to security-sensitive government information.

These types of substantive concerns can sometimes be mitigated through various commitments around governance, operations and commercial activities. However, there are cases where no mitigation is possible (or acceptable to the parties), and a prohibition becomes the only solution.

2. The Statistics: A Regime That Does Not Routinely Block

The ISC’s second annual report (September 2025) provides a useful perspective. The data shows Belgium’s regime has cleared an overwhelmingly large percentage of transactions notified under the regime:

• Volume: 100 notifications received between July 2024 and June 2025, up nearly 50% from 68 notifications in the first year (2023–2024). The regime averaged approximately 8 notifications per month.
• Outcomes: 89 investments were authorized unconditionally; 1 was approved subject to mitigating measures; 2 were revoked by investors; and 8 remained pending at the end of June 2025. Zero prohibitions were issued in the reporting period.
• Phase 2 referrals: Only 5 of 100 notifications progressed to the more detailed second-phase screening procedure.
• Investor origin: U.S. investors accounted for 45% of notifications and U.K. investors for 22%—reflecting the reality that most non-EU investment in Belgium comes from allied jurisdictions.
• Sectors: Sensitive information/personal data (21%), digital infrastructure (14%), energy (13%), health (12%), and dual-use technology (9%) were the most represented sectors.
• Deal value: Total transaction value of filed investments rose from EUR 2.06 billion in the first year to EUR 6.97 billion in the second year.
• Remedies: The single conditional clearance involved mitigating measures including sequestration of technology, source code, and know-how with a neutral Belgian third party, continuity guarantees for key processes, and appointment of compliance officers.

In short, the regime has processed an increasing volume of transactions quickly and permissively. The NHV prohibition is the exception, not the emerging rule.

3. What the Prohibition Reveals: Persistent Criticisms of the Regime

The NHV case spotlights structural features of the Belgian FDI regime that practitioners have criticized since its inception. This first prohibition crystallizes several concerns.

3.1 The “Black Box”: Opacity of Decision-Making

The ISC’s proceedings are not public. Decisions are not published, and Phase 2 referrals are not explained; parties receive no explanation of why their transaction has been escalated or what concerns have been identified until the final stages of the review.

The NHV prohibition illustrates this acutely: the ISC has not published the grounds on which the transaction was blocked. Dealmakers must infer the relevant Ministers’ reasoning from the target’s activities and the investor’s ultimate ownership. This opacity impedes predictable decision-making and limits parties’ ability to prepare a defence or tailor remedies proactively.

All investment screening regimes involve some confidentiality given national security concerns – albeit many provide high-level summaries of the basis of decisions to develop understanding and accountability. The Belgian regime’s opacity is heightened by the absence of detailed substantive guidance on assessment criteria, no possibility for access to prior rulings, and no formal mechanism to request guidance on scope.

3.2 Multi-Layered Governance: Many Authorities, One Stop Shop?

Belgium’s federal structure adds complexity. The ISC comprises 12 representatives from the Federal State, Regions, and Communities—reflecting the division of competences where national security is federal but sectors like energy, media, and healthcare fall under federated entities. While designed as a one-stop shop, formal interaction with authorities remains limited.

3.3 Broad and Vague Scope

The scope of notifiable transactions is wide: a 10% voting rights threshold for “highly sensitive” sectors (defence, dual-use, energy, cybersecurity, electronic communications) and a 25% threshold for broader “sensitive” sectors. The vague definitions, combined with no prior rulings, lead to precautionary notifications of unproblematic transactions.

Internal restructurings accounted for ~13% of notifications in year one—suggesting an over-inclusive scope. The high volume involving “sensitive information and personal data” (21% in year two) may result from unclear definitions.

4. The Reform Agenda: Consultation, EU Harmonization, and Practical Improvements

Belgian authorities are taking concrete steps to address these concerns.

4.1 Public Consultation (Summer 2026)

In June, Belgian authorities launched a public consultation on the screening mechanism, open until August 31, 2026. This is a welcome and timely opportunity to submit concrete proposals on transparency, scope, and procedural rights.

4.2 The New EU FDI Regulation (2026/1386)

The broader European context will also drive reform. Regulation (EU) 2026/1386 was adopted on June 17, 2026 and published on June 26, 2026. Once fully applicable following the transition period (in January 2028), it will repeal the original EU framework (Regulation 2019/452) and shift from a voluntary cooperation framework to mandatory common minimum standards.  Key requirements include:

• Screening authorities must publish detailed guidelines on their jurisdictional powers and substantive assessment criteria;
• Parties must be given an opportunity to make their views known before mitigating measures, prohibition, or unwinding decisions are adopted;
• The Commission will establish a secure database for Member States by July 17, 2027; and
• Member States must adapt their national laws to minimum standards by January 17, 2028.

For Belgium, the right to be heard before prohibitions or remedies are adopted is particularly significant.  A more structured opportunity to engage on identified concerns before the final stage of review would directly address the criticism that parties cannot currently prepare a meaningful defence. Member States retain final authority, but the new regulation should introduce procedural safeguards that the Belgian regime currently lacks.

4.3 Operational Improvements

Beyond legislative reform, Belgian authorities have committed to improving practical functioning—making the mechanism more user-friendly and transparent through better notification forms and the digital platform. The ISC has acknowledged the regime lacks clarity and stated it will continue seeking solutions.

5. Practical Takeaways for Your Deals

The NHV prohibition offers several practical lessons for non-EU investors:

1. Treat FDI screening as a front-end deal issue. In sectors that may present economic or national security issues, FDI screening should be assessed as part of initial due diligence and deal structuring, not as a back-end regulatory formality. The NHV case demonstrates that the regime can result in outright prohibition.
2. Assess Belgian nexus and sensitive activities early. Identify whether the target operates in Belgium in any of the broadly defined sensitive sectors, and further consider whether genuine or perceived substantive concerns would arise. Activities touching critical infrastructure, defence and aerospace, energy logistics, key technologies, sensitive data, or government/security-related services warrant heightened scrutiny of FDI review risk.
3. Do not assume Phase 1 clearance for sensitive transactions. While 89% of notifications in the second year received unconditional Phase 1 clearance, transactions involving defence, critical infrastructure, energy, or government contracts—particularly where the investor’s ultimate beneficial owner is from a geopolitically sensitive jurisdiction—should plan for a longer timeline and potential Phase 2 referral.
4. Build realistic long-stop dates and FDI conditions precedent. Transaction agreements should include a condition precedent for FDI clearance and a long-stop date that accommodates the potential for Phase 2 review.
5. Consider remedy packages proactively. The conditional clearances in year two involved technology sequestration, continuity guarantees, and compliance measures. Investors in sensitive sectors may wish to develop and propose remedies early in the process rather than wait for a Phase 2 referral.
6. Document notification analysis. Even if a party concludes that no filing is required, the analysis should be documented. The ISC has proactively contacted parties in at least 16 instances to assess whether notification was required.  Penalties for failure to notify range from 10% to 30% of the deal’s value.

Conclusion

Belgium’s first FDI prohibition is a milestone, not a revolution. Two years of data confirm the regime is not systematically hostile to foreign investment: the vast majority of transactions clear quickly and without conditions. But where a strategically sensitive target meets a geopolitically flagged investor, the Belgian regime can bite.

This strengthens the case for reform. Investors need screening mechanisms predictable enough to plan around. The public consultation, new EU procedural safeguards, and ongoing operational improvements should—if implemented ambitiously—move Belgium toward greater transparency without undermining the confidentiality that national security screening legitimately requires.

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¹ https://www.ainonline.com/aviation-news/business-aviation/2024-04-29/chinas-gdat-buying-20-airbus-h175-helicopters