Over the years, a body of literature has developed that consistently shows how the liability of foreignness affects MNCs' performance. Institutional distance − regulatory, normative and cognitive − between the incomer and insiders has been identified as the likely source of the highest cost in doing business abroad. In this article, we draw on the existing literature but take the opposite perspective, looking instead at how various dimensions of proximity between local players increase MNC distance and foster local resistance. The study investigates two contexts and cases, India and Japan, at the time of foreign retailer entry and analyses the interplay between local proximity and local resistance. The analysis presents four dimensions of proximity, namely spatial proximity, relational proximity, identity proximity and inter-organizational proximity, which present the stiffest challenges to foreign retail ventures entering markets as newcomers.