The CFIUS Book
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Successful investing in the United States is possible, but companies must prepare.
In The CFIUS Book, the Sheppard Mullin Richter & Hampton's CFIUS Team maps out the paths to and through the CFIUS process, starting from the decision to submit a notification to tips and traps along the path to the CFIUS safe harbor, including the most recent updates under the Foreign Investment Risk Review Modernization Act, or FIRRMA.
What is CFIUS and Why Does it Matter?
CFIUS is the Committee on Foreign Investment in the United States. It is a Committee of nine US agencies that is authorized to review any transaction that may result in foreign control of a US company. CFIUS reviews investment in the US to determine whether it may affect national security, then clears it, proposes steps to mitigate national security risk, or prohibits or unwinds the deal. Recently, attention has focused sharply on FIRRMA , The Foreign Investment Risk Review Modernization Act, signed into law on 13 August 2018. This expanded the scope of CFIUS jurisdiction beyond transactions in which a foreign company takes control of a US business. CFIUS has the power to unwind a deal – so if you’re planning an investment or acquisition in a US company which could be considered impacting US national security, it’s important that you’re well prepared.
The Process One Step at a Time
The CFIUS Book provides straightforward examples, illustrated charts, and highlighted key points on the best approaches to success for a US investment. The CFIUS Team at law firm Sheppard Mullin Richter & Hampton maps out the paths to and through the CFIUS process, from the decision to submit a notification, through tips and traps along the way, to the CFIUS safe harbor, including the most recent updates under the Foreign Investment Risk Review Modernization Act, or FIRRMA. The CFIUS Book also includes chapters from Sheppard Mullin’s specialists in National Security and NISPOM as well as Team Telecom and the particular requirements for space-related investments.
Authors
Reid Whitten, Partner, London
Editor, Lead Author
Reid Whitten is the Managing Partner of Sheppard Mullin’s London Office and the Head of the Firm’s CFIUS team. He supports clients around the world in complying with and investigating issues in trade regulations including CFIUS, sanctions, export controls, and anti-corruption.
Mr. Whitten lectures as a visiting professor on The Law of International Business at the Université Catholique de Lille, in France, and with the Wake Forest University School of Law’s MSL Program
Scott Maberry, Partner, Washington D.C.
Contributing Author
Scott counsels foreign investors and U.S. targets on the national security and foreign policy aspects of their transactions, and has guided multiple deals through to successful CFIUS outcomes.
Brian Weimer Partner, Washington, D.C.
Contributing Author
Brian has over 20 years of experience practicing before CFIUS on transactions ranging in value from $15M to $15B on behalf of both strategic and financial investors. His practice is currently actively focused on transaction involving Asia (including China and Japan in particular) and the Middle East.
Anne Perry, Partner Washington, D.C.
Contributing Author
Anne concentrates in the areas of Government Contracts law and litigation and is a lecturer and author in the area. She specializes in the NISPOM regulations on foreign ownership and control of companies and facilities with security clearances.
Joe Jay, Partner, Washington D.C.
Contributing Author
Joe represents both buyers and sellers before CFIUS, preparing notices, engaging with CFIUS, advocating for transactions, and negotiating mitigation agreements, including proxy and special security agreements, as appropriate. Most recently, Joe represented two Chinese corporations each of which received clearance for their acquisition of U.S. industrial assets.
Curt Dombek, Partner, Brussels, Belgium
Contributing Author
Curt has practiced since 1983 in the field of international trade. He advises clients on the full range of international regulatory issues. Curt has served on the President’s Export Council Subcommittee on Export Administration for the current and previous presidential administrations.
Fatema Merchant, Washington D.C.
Contributing Author
Fatema Merchant counsels clients on all matters related to CFIUS reviews and regulatory requirements, including assessing national security considerations and concerns, conducting due diligence, representing clients in the CFIUS filing and review process, advising clients on disclosures to the U.S. government, and addressing post-transaction compliance issues.
Lisa Mays, Washington D.C.
Contributing Author
Lisa Mays has assisted the international trade team on CFIUS matters including a major manufacturing CFIUS filing last year and more recently an inquiry from a French energy investment company on whether to file a notification to CFIUS regarding a proposed acquisition of a U.S. renewables entity. Lisa has also drafted related blogs and sections of the CFIUS book.
Heather Petrovich, Washington, D.C.
Contributing Author
Heather Petrovich has extensive experience advising clients on government security clearance requirements generally and as those issues relate to foreign investment in U.S. companies. In addition, Heather’s practice includes counseling clients on various matters related to CFIUS reviews and regulatory requirements.