Foreign investment in the United States triggers a critical and unique analysis that neither foreign nor U.S. companies can afford to ignore. Target companies, acquirers, and investors alike risk potentially severe consequences, including the undoing of investment transactions, if they do not comply with applicable rules.
The interagency Committee on Foreign Investment in the United States (CFIUS), has the power to review, impose conditions on, and even block transactions involving the acquisition of, or investment in, certain U.S. businesses by foreign persons or entities. These U.S. businesses include those that produce or design export-controlled technologies, service certain critical domestic infrastructure, or collect sensitive personally identifiable information on American citizens, for example.
ST&R’s expertise with CFIUS rules and reviews uniquely positions us to provide support and value to foreign and U.S. companies that must manage requirements and risks in this complex regulatory area. ST&R’s CFIUS related services include the following:
- Review corporate transactions to determine whether a mandatory declaration is required, or, alternatively, whether a voluntary notice filing under CFIUS is advisable;
- Advise on the structure of a contemplated transaction to mitigate CFIUS risk;
- Prepare joint notifications to CFIUS with counterparties in the transaction;
- Counsel and advise on CFIUS inquiries received pre- or post-closing; and
- Provide tailored training to investment/acquisition organizations that regularly engage in corporate transactions which present CFIUS risk.
Why Use ST&R's CFIUS Services
Comprehensive Guidance. ST&R’s attorneys have considerable experience in CFIUS-related matters, including invaluable in-house experience, at some of the largest defense contractors in the world. ST&R’s CFIUS team leverages its deep understanding of export controls, government contracts and national security to guide stakeholders through the CFIUS review process in an efficient, tailored, and cost-effective manner. We endeavor to work seamlessly with M&A co-counsel to ensure that our clients realize the highest quality of service throughout the CFIUS process. Whether it is evaluating a particular transaction to understand whether a mandatory declaration is required or advising a company on a post-closing inquiry by CFIUS, ST&R attorneys have the CFIUS experience and insights to effectively and efficiently guide stakeholders through the CFIUS review process.
Representation. If your transaction could trigger CFIUS’ mandatory declaration requirement, or if there is sufficient risk to warrant consideration of a voluntary notice filing, ST&R can assist in making those determinations as well as preparing the relevant filing.