Foreign Investment Regulatory Counsel in Manhattan Guides Cfius Review

CFIUS may review covered control transactions and some non-controlling investments in TID U.S. .usinesses. Part 802 covers certain real estate deals.

• Map direct and indirect foreign ownership.
• Identify board, access, control, and decision rights.
• Screen technology, infrastructure, data, and real estate.

CFIUS review does not replace state approvals. A regulated target may require a separate filing before closing.

• Check the target's licenses and regulated activities.
• Identify control rules that may apply to the deal.
• Use Regulatory Compliance review to map parallel filings.

Under 31 C.F.R. Part 800, filing is mandatory for certain transactions involving a substantial foreign-government interest. Some critical-technology transactions also trigger filing under § 800.401.

• Trace relevant government ownership.
• Review export classifications and required authorizations.
• File a mandatory submission at least 30 days before completion.

A declaration is a short-form filing with a 30-day assessment. Once accepted, a voluntary notice begins an initial review of up to 45 days.

• Compare transaction risk with the declaration route.
• Consider whether a full notice better fits known concerns.
• Use CFIUS Compliance review when choosing the filing path.

The filing should accurately describe the investor and relevant owners. Funds and holding companies may require facts from several levels.

• Prepare an ownership chart with voting interests.
• Identify relevant direct and indirect owners.
• Check citizenship and government interests where required.

Technology, data, facilities, customers, and government ties can affect CFIUS analysis. Regulatory answers should match deal documents.

• Confirm technology and export classifications.
• Identify sensitive data and infrastructure links.
• Check filing answers against transaction records.

CFIUS has 30 days to assess a declaration. For a voluntary notice, Day 1 of the 45-day review is the date the Staff Chairperson accepts the notice.

• Record submission and acceptance dates separately.
• Match the closing calendar to the review period.
• Allow time for investigation or mitigation discussions.

State banking review follows a separate process. For a covered banking institution, direct or indirect acquisition of 10% or more of voting stock requires a DFS control application.

• Confirm that the target is a covered institution.
• Review the full control structure, not only share count.
• Use Banking and Financial Institutions review when needed.

CFIUS may ask for more facts during review. A reliable internal record helps the deal team respond without creating conflicts with earlier submissions.

• Assign an owner to each response topic.
• Check new answers against prior filings.
• Record material deal changes during review.

When CFIUS identifies national-security risk, mitigation may address access, governance, security, operations, or reporting. Proposed terms should work in day-to-day operations.

• Link each measure to the concern it addresses.
• Decide who will manage each ongoing duty.
• Check whether deal documents need changes.

Access limits, security controls, notices, and certifications may involve several teams. Assigning the work before closing can reduce integration gaps.

• Assign an owner to each continuing duty.
• Calendar reports, notices, and certifications.
• Create a path for reporting possible failures.

Integration may begin soon after clearance. The transaction team should keep the final regulatory record available as later decisions are made.

• Retain final filings and clearance documents.
• Brief integration teams on ongoing limits.
• Use Cross-Border Deals planning for related transaction work.