Mergers, acquisitions and joint ventures involving a foreign party’s acquisition of all or part of a US business often are subject to review by the Committee on Foreign Investment in the United States (CFIUS). This multi-agency committee, chaired by the Department of the Treasury, was created to perform national security reviews of in-bound foreign investments and was given the authority to block foreign investments or force divestitures of foreign investments that were not cleared through a formal review process.
As the scope of what is considered national security has expanded in the years since the 9/11 attacks, CFIUS has become a key regulatory hurdle for transactions involving not only the US defense sector, but also those involving businesses in energy, infrastructure, manufacturing, technology, telecommunications, transportation, finance and real estate. As part of the initial assessment of the sale or purchase of any US business, it is advisable to consider whether an investment may be subject to CFIUS review. If CFIUS review is warranted, then early planning of the legal, political and media strategy for achieving CFIUS clearance is essential.
Mayer Brown’s National Security and International Trade practices have years of experience with the CFIUS process and with related national security reviews that may be required. With US government service veterans who have experience in and before the involved agencies—including Treasury, State, Commerce, Defense and Justice, among others—we can help identify circumstances in which it is essential to proactively engage the committee. We assist both foreign acquirers and US businesses to evaluate a proposed transaction from a CFIUS perspective, shape an effective strategy for addressing any likely CFIUS concerns, prepare the official notification to CFIUS, help respond to CFIUS questions and concerns, and negotiate with CFIUS over any mitigation measures that CFIUS proposes. We also counsel clients on related national security reviews, such as those associated with classified facilities or with products and technologies that have military applications.
Mayer Brown’s National Security and International Trade practices have years of experience with the CFIUS process.