What triggers cfius?
While there is no list of “triggers” that CFIUS considers before reviewing a proposed transaction, some situations make a review more likely such as acquisitions that would result in foreign control over U.S. TID businesses; lending arrangements that give the foreign party an interest in the profits of a U.S. business, ...
Table of contents
What transactions are subject to CFIUS?
A "transaction" is broadly defined to include mergers, acquisitions, joint ventures, leases, and other investments. A "foreign person" can be a foreign national, foreign government, or foreign entity, including a partnership, corporation, trust, or other entity organized abroad.
What transactions require CFIUS review?
CFIUS has authority to review covered (1) control transactions, (2) investments, and (3) real estate transactions. A covered control transaction is a transaction that could result in “control” over a “US business” by a “foreign person.” It is important to understand these terms to appreciate the broad reach of CFIUS.
Who makes a CFIUS filing?
CFIUS is made up of representatives from nine federal agencies, including the Department of Defense, the Department of State and the Department of Homeland Security.
What are critical technologies under CFIUS?
Note that the assessment of what constitutes a “critical technology” item is made as of the earliest date among the following: (i) the completion date of the transaction; (ii) the execution of a binding written agreement, or other binding document, establishing the material terms of the transaction; (iii) the making of ...
What triggers a CFIUS filing?
While there is no list of “triggers” that CFIUS considers before reviewing a proposed transaction, some situations make a review more likely such as acquisitions that would result in foreign control over U.S. TID businesses; lending arrangements that give the foreign party an interest in the profits of a U.S. business, ...
What is CFIUS clearance?
CFIUS Clearance means the parties shall have received written confirmation from CFIUS that it has completed its review or, if applicable, investigation under Exon-Florio and determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement.
Who enforces CFIUS?
The Office of Investment Security Monitoring & Enforcement (Monitoring & Enforcement) protects the integrity of the United States' open investment policy by leading CFIUS activities and efforts to: monitor foreign investments in the United States that are not voluntarily submitted to CFIUS for review (“non-notified” ...
What is the CFIUS process?
CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States and certain real estate transactions by foreign persons, in order to determine the effect of such transactions on the national security of the United States.
What transactions are subject to CFIUS?
A "transaction" is broadly defined to include mergers, acquisitions, joint ventures, leases, and other investments. A "foreign person" can be a foreign national, foreign government, or foreign entity, including a partnership, corporation, trust, or other entity organized abroad.
What is a covered transaction under CFIUS?
If a transaction is a “covered transaction,” CFIUS has jurisdiction and the parties must decide whether to make a voluntary filing with the Committee. This process is described starting on p. 8. If they choose not to make a voluntary filing, CFIUS retains jurisdiction indefinitely.
What triggers a CFIUS filing?
While there is no list of “triggers” that CFIUS considers before reviewing a proposed transaction, some situations make a review more likely such as acquisitions that would result in foreign control over U.S. TID businesses; lending arrangements that give the foreign party an interest in the profits of a U.S. business, ...
What is CFIUS clearance?
CFIUS Clearance means the parties shall have received written confirmation from CFIUS that it has completed its review or, if applicable, investigation under Exon-Florio and determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement.
What transactions require CFIUS review?
CFIUS has authority to review covered (1) control transactions, (2) investments, and (3) real estate transactions. A covered control transaction is a transaction that could result in “control” over a “US business” by a “foreign person.” It is important to understand these terms to appreciate the broad reach of CFIUS.
Is CFIUS review mandatory?
CFIUS has traditionally allowed, but not required, parties to “covered transactions” to submit a filing to CFIUS to seek approval of their transaction. However, the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) authorized CFIUS to mandate filings for certain types of transactions.
What triggers CFIUS review?
While there is no list of “triggers” that CFIUS considers before reviewing a proposed transaction, some situations make a review more likely such as acquisitions that would result in foreign control over U.S. TID businesses; lending arrangements that give the foreign party an interest in the profits of a U.S. business, ...
What is a CFIUS review?
CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States and certain real estate transactions by foreign persons, in order to determine the effect of such transactions on the national security of the United States.
Who makes a CFIUS filing?
CFIUS is made up of representatives from nine federal agencies, including the Department of Defense, the Department of State and the Department of Homeland Security.
What triggers a CFIUS filing?
While there is no list of “triggers” that CFIUS considers before reviewing a proposed transaction, some situations make a review more likely such as acquisitions that would result in foreign control over U.S. TID businesses; lending arrangements that give the foreign party an interest in the profits of a U.S. business, ...
What CFIUS means?
CFIUS stands for the Committee on Foreign Investment in the United States. It is a US federal interagency group with authority to review foreign investments in US businesses and certain real estate transactions. CFIUS has broad authority to evaluate whether such investments could impair US national security.
Is CFIUS filing mandatory?
Although CFIUS is largely a voluntary process, CFIUS introduced mandatory filing requirements with the launch of a critical technology pilot program in November 2018 and formalized and expanded the mandatory filing requirements in February 2020.
What are CFIUS critical technologies?
For purposes of the CFIUS regulations, “critical technologies” generally include: ... nuclear technologies covered by rules relating to foreign atomic energy activities and export and import of nuclear equipment and materials; select agents and toxins; and.
What are critical technologies?
Critical technologies—such as elements of artificial intelligence and biotechnology—are those necessary to maintain U.S. technological superiority. As such, they are frequently the target of theft, espionage, and illegal export by adversaries.
Is critical technology export controlled?
New CFIUS “Critical Technology” Mandatory Filing Rules Increase Importance of Export Controls Analysis. ... A mandatory “critical technology” filing requirement is triggered under the final rule when a “U.S. regulatory authorization” would be required for the export, reexport, or transfer (in country) of the U.S.
What triggers a CFIUS filing?
While there is no list of “triggers” that CFIUS considers before reviewing a proposed transaction, some situations make a review more likely such as acquisitions that would result in foreign control over U.S. TID businesses; lending arrangements that give the foreign party an interest in the profits of a U.S. business, ...