Committee on Foreign Investment in the United States (CFIUS)
CFIUS Background
CFIUS Advisories:
April 23, 2008 - CFIUS Regulations Pertaining to M&A and Takeovers by Foreign Entities
April 17, 2008 - Foreign Investments in the U.S. - CFIUS Update
July 26, 2007 - International Trade Practice - President Signs CFIUS Legislation
June 2007 - Corporations Should Keep an Eye on CFIUS Reform
March 13, 2007 - Will New Restrictions on Foreign Investments in the United States Affect Your Business Planning?
Troutman Sanders is increasingly called upon by both our domestic and international clients to provide advice on regulatory and legislative matters related to U.S. national security. Our work in this area frequently concerns corporate mergers, acquisitions, divestments or other commercial investments requiring national security reviews.
Troutman Sanders has a dedicated group of attorneys and professionals who handle national security reviews of foreign direct investment -- often referred to as “Exon-Florio” reviews -- administered by the Committee on Foreign Investment in the United States (“CFIUS”). The Exon-Florio amendment to the Defense Production Act provides that all mergers, acquisitions and takeovers that could result in foreign control of U.S. corporations are subject to possible governmental investigation and Presidential action if they are deemed to present a threat to national security. Furthermore, even in instances where a foreign investor may only be purchasing a minority stake, such an investment could be deemed as a dominant minority ownership that could affect any CFIUS analysis. Careful planning of any transaction involving foreign investment in a U.S. company requires consideration of whether to seek CFIUS review.
We assist clients in conducting pre-transaction due diligence, formulating political strategies to address any Congressional or executive branch inquires, filing CFIUS notifications and working with the designated agencies during any review, and negotiating any required mitigation agreements to address any perceived security risks due to of foreign ownership, control, and influence.
We also assist clients in post-CFIUS transaction measures including, drafting and implementing detailed compliance plans, briefing the Boards of Directors and key officers on compliance, and advising and drafting any further documentation or regulatory amendments to allow the U.S. company to continue in business under foreign ownership.
Troutman Sanders attorneys and professionals have been involved in many of these complex foreign acquisitions and have successfully navigated transactions through the CFIUS process. Our relationships with officials involved in the CFIUS process give us a unique understanding of this complex review. Our contacts throughout both the legislative and executive branches have also allowed our clients access to key officials to fully discuss a transaction and any potential security implications or lack thereof.
In one of our most recent CFIUS analysis and review projects, we assisted with the acquisition negotiations, due diligence, CFIUS notification and in discussions with administration and Congressional officials since it involved Russian investment in a U.S. company with exclusive rights for worldwide commercial sales and mission management of satellite launches. Our attorneys have been successful in overcoming initial concerns regarding transactions, resulting in little to no restrictions being placed on completed acquisitions.