Description
Understand the scope of CFIUS jurisdiction and be able to identify transactions that would trigger a mandatory filing or warrant a voluntary filing.The Foreign Investment Risk Review Modernization Act (FIRRMA) of 2018 introduced a lot of changes to the review of foreign investments by the Committee on Foreign Investment in the U.S. (CFIUS). With the major overhaul of CFIUS regulations now complete, it is a de facto requirement that parties to an MA transaction confirm whether their proposed acquisition would trigger CFIUS jurisdiction and require a mandatory filing with CFIUS. CFIUS jurisdiction was expanded in two major ways first, in addition to acquisitions that will result in foreign control over a U.S. business, CFIUS now can review foreign minority investments in certain U.S. businesses handling critical technologies, critical infrastructure, or sensitive data of U.S. nationals. Second, certain real estate transactions are now also subject to CFIUS jurisdiction if the real estate is in close proximity to sensitive military installations or certain ports and airports. Business needs to understand the scope of CFIUS jurisdiction and be able to identify transactions that would trigger a mandatory filing or warrant a voluntary filing. Failure to file with CFIUS may result in penalties up to the value of the transaction or an order by the president to divest.This topic will help MA practitioners and all parties involved in an MA transaction identify the factors that might trigger a CFIUS review, learn when a CFIUS filing is mandatory, and avoid the possibility of a penalty or unwinding of the transaction in the future. The material also explains the CFIUS procedure and timeline of review to help businesses budget time for regulatory approvals within the overall timeline of the transaction. Certain exceptions to CFIUS jurisdiction will be discussed. With CFIUS now having the resources to initiate reviews on its own, it is critical to ensure that the risk of future questioning or unwinding by CFIUS is properly evaluated and addressed prior to closing, to protect the value of the investment.
Date: 2021-06-10 Start Time: End Time:
Learning Objectives