NEW ZEALAND Law and Practice Contributed by: Ashton Goatley, Henry Willis, Sarah Keene and Erin Hickey, Webb Henderson
See 7. Foreign Investment/National Security for more information.
line the consent process. The Overseas Investment (National Interest Test and Other Matters) Amend - ment Bill (the “Bill”) is currently before Parliament, with enactment expected by early 2026. The Bill would shift the regime to a risk-based framework, and, as at 24 October 2025, includes: • consolidating the existing “national interest”, “benefit to New Zealand” and “investor” tests into a single national interest test for investments other than those involving farmland, fishing quota and residential land (where the existing regime will remain), with a statutory timeframe of 15 working days to process low-risk consents; • delegating most decisions to the OIO, with Ministe - rial involvement limited to transactions that pose national interest risks; and • for some investments, OIO consent not being required to increase a greater than 75% ownership interest to up to 100%. In broad terms, business acquisitions in New Zealand are typically structured as either equity transactions (eg, acquiring shares in a company that carries on the target business) or asset transactions (ie, acquir - ing the specific property/assets used in the business). An equity transaction gives the purchaser an indirect economic interest in all of the target entity’s assets and liabilities. If the transaction is structured as an asset sale, the parties can agree which assets and liabilities of the target will be acquired. An asset trans - action enables the purchaser to “pick and choose” the desired assets and leave behind potential unwanted liabilities, such as historical tax obligations, as only identified liabilities will be assumed by the purchaser. Public Companies Takeovers A takeover is a regulated form of transaction that involves the acquisition of shares in a “Code com - pany”. Takeovers are regulated by the Takeovers Act 1993 (the “Takeovers Act”) and the Takeovers Regu - 3. Mergers and Acquisitions 3.1 Transaction Structures All Transactions Asset or equity transactions
2. Recent Developments and Market Trends 2.1 Current Economic, Political and Business Climate The Current Economic/Political/Business Climate and the Near-Term Outlook According to the World Bank’s “Business Ready” framework, New Zealand continues to rank in the top band for a number of “ease of doing business” dimensions. This ranking reflects New Zealand’s sta - ble governmental and regulatory institutions and its open-market economy. Consistent with overseas trends, New Zealand’s economy has faced some challenges in recent years, including: • supply-side disruptions; • the after-effects of COVID-19-related monetary stimulus, including elevated public debt; and • the volatility of world commodity prices (New Zea - land has a largely export-driven economy). There are, however, promising indications of eco - nomic improvements, with many factors making New Zealand an attractive destination for inbound foreign investment. New Zealand remains committed to open markets and rules-based trade, given that its economy is largely dependent on international trade. The New Zealand– United Arab Emirates Comprehensive Economic Part - nership Agreement (which came into force in August 2025) eliminates tariffs on nearly all New Zealand exports to that market, and aims to promote and pro - tect cross-border investment. A number of other trade agreements have also been signed in the past two years but are not yet in force. Recent Developments in the Regulation of FDI in New Zealand In June 2025, the government introduced legislation amending the Overseas Investment Act to stream -
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