Recent legislation has significantly expanded the authority of the Committee on Foreign Investment in the United States (CFIUS), broadening the range of transactions subject to review and introducing a new category of mandatory filings that require prior clearance before a transaction may close. Companies engaged in cross-border investment activity — whether as acquirers or targets — need to understand these changes and build CFIUS analysis into their transaction planning processes.
Expanded Jurisdiction
CFIUS now has authority to review non-controlling investments in U.S. businesses that involve critical technologies, critical infrastructure, or sensitive personal data, even where the foreign investor would not hold a board seat or traditional governance rights. Real estate transactions proximate to military installations or sensitive government facilities are also subject to review under the expanded framework.
Mandatory Filing Categories
A subset of transactions now requires a mandatory CFIUS filing prior to closing. These include certain investments by foreign government-controlled entities in U.S. businesses operating in specified critical technology sectors. Failure to make a required filing can result in civil penalties. Parties to potentially covered transactions should conduct a CFIUS analysis early in the deal process to determine whether a mandatory or voluntary filing is warranted.
Snow+Snow regularly advises clients on CFIUS compliance in the context of M&A transactions, joint ventures, and technology licensing arrangements. Early engagement with the Committee, where appropriate, can significantly reduce regulatory uncertainty and protect deal timelines.
